What commercially reasonable efforts must a Byrider licensee undertake to protect information transmitted by the licensor?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
communications and transmission of any and all data and information of any kind between Licensee and the Licensed System/Hosting Facility (hereinafter "Customer Data"). Licensee assumes exclusive responsibility for the consequences of any instructions Licensee may give Licensor, for Licensee's failure to properly access the Licensed System in the manner prescribed by Licensor, and for Licensee's failure to supply accurate, timely, and/or complete input information. All network connectivity to and from the Licensed System and Hosting Facility is the responsibility of the Licensee and must be by means of secured network connections and controlled devices. Network configuration and access, anti-virus tools, firewalls, VPN tools, wireless access points, and possibly other means must be installed, maintained, and activated by the Licensee as directed by the Licensor. Licensee is responsible for choosing its network carrier, associated costs, and service levels. Licensor reserves the right to immediately suspend Licensee's network connectivity and use of the Licensed System if the Licensor believes in good faith that the Licensee poses a threat to the Licensed System or Licensor due to viruses, worms, hacking, or any other situation that presents reasonable dangers. Upon a showing that Licensee's use no longer poses such a threat, then Licensor shall reactivate Licensee's use of the Licensed System.
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- Undertakings of Licensor. In accordance with the terms of this Agreement, Licensor agrees to:
- a) Make its commercially reasonable efforts to maintain the Licensed System in operation twenty-four (24) hours a day, seven (7) days a week except for periods of scheduled maintenance;
b) Use its commercially reasonable efforts to provide the Services in a manner that protects information transmitted by Licensor from unauthorized interception, modification, or replication;
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, Byrider licensees must install, maintain, and activate network configurations, access, anti-virus tools, firewalls, VPN tools, wireless access points, and possibly other means as directed by Byrider to protect information transmitted by the licensor. Licensees are also responsible for choosing their network carrier, associated costs, and service levels.
Byrider also retains the right to immediately suspend a licensee's network connectivity and use of the licensed system if it believes in good faith that the licensee poses a threat to the licensed system or Byrider due to viruses, worms, hacking, or any other situation that presents reasonable dangers. The licensee's use of the licensed system will be reactivated once the threat is no longer present.
Furthermore, Byrider licensees must acknowledge that the Licensed Software and Licensed Documentation include proprietary information containing trade secrets and copyrighted materials. Licensees shall not make the Licensed Software or Licensed Documentation or any portion thereof available by assignment, sublicense, transfer, disclosure or any other means for copying or use by any person, firm, or corporation not a party to this Agreement other than its employees, agents and successors. Licensee agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. Licensee shall immediately notify Licensor of any actual or suspected unauthorized disclosure or use of the Confidential Information that comes to Licensee's attention, and shall take all action that Licensor reasonably requests to prevent any further unauthorized use or disclosure thereof. Licensee shall not access nor attempt to gain access to data other than Licensee's own Customer Data.