In the context of the Brightstar Care license agreement, what entities are included in the definition of 'you'?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, Microsoft and Licensee desire to amend and supplement the License Terms, on the terms and conditions set forth in this Addendum;
NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:
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- Definition of Affiliates. Clause (i) of the definition of "affiliates" in Section 2 of the License Terms is hereby amended to read in its entirety as follows:
- "(i) for you, any person or entity that, directly or indirectly, you own or control, owns or controls you or is under common ownership or control with you, in each case as of the date of this agreement or thereafter; provided, that there will be a maximum of 500 persons and entities in the aggregate that qualify as your "affiliates" under this agreement;"
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- Definition of Ownership. The definition of "ownership" in Section 2 of the License Terms is hereby amended to read in its entirety as follows: "ownership" or "own" means more than 50% ownership;"
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- Additional Definitions. The following definitions are hereby added to Section 2 of the License Terms:
- ""additional affiliates" means franchisees, master franchisees and sub-franchisees;"
- ""control", as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person or entity, whether through the ownership of voting securities, by contract or otherwise;"
- ""franchisee" means any person or entity that has entered into or hereafter enters into one or more agreements with you or any of your affiliates pursuant to which or as a result of which you or such affiliate would be considered a franchisor under applicable law or pursuant to which you or any of your affiliates is acting in the capacity of franchisor and pursuant to which such person or entity has a right to use a trade name containing the term "BrightStar" or "Bright Star"; provided, that a person or entity will cease to be a "franchisee" hereunder upon the expiration or termination of substantially all of its material franchise rights under such agreement(s);"
Source: Item 23 — RECEIPTS (FDD pages 118–387)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, the definition of "you" in the context of the license agreement includes any person or entity that you directly or indirectly own or control, that owns or controls you, or that is under common ownership or control with you. This definition applies as of the date of the agreement or thereafter. However, the number of persons and entities that qualify as "your affiliates" is capped at a maximum of 500 in the aggregate.
In this context, "ownership" or "own" is defined as holding more than 50% ownership. "Control" means possessing the power to direct the management and policies of a person or entity, whether through ownership of voting securities, by contract, or other means. The term "additional affiliates" includes franchisees, master franchisees, and sub-franchisees.
For a prospective Brightstar Care franchisee, this definition is important because it clarifies the scope of entities that are bound by the terms of the franchise agreement. It extends beyond the individual franchisee to include affiliated entities under common ownership or control, ensuring that the franchisor can enforce the agreement across a broader network of related parties. The limitation of 500 affiliates provides a defined boundary, preventing an unlimited expansion of the definition. Understanding these definitions is crucial for compliance and managing relationships within the Brightstar Care franchise system.