What is the dependency between the Byrider Software Services and User Agreement and the Franchise Agreement?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
, including the owner guaranty.
The provisions of Section 19.1 (Arbitration), Section 20.5 (Governing Law), Section 20.6 (Choice of Forum) and Section 20.12 (Attorneys' Fees) of the Agreement are incorporated into this agreement by reference and shall govern this guaranty and any dispute between the undersigned and Company.
IN WITNESS WHEREOF, the undersigned has hereunto executed this Guaranty on the same day and year as the Agreement was executed.
| GUARANTOR | |---------------------------| | | | | | «Signatory», Individually |
EXHIBIT D TO FRANCHISE AGREEMENT
BYRIDER SOFTWARE SERVICES AND USER AGREEMENT
This Software Services and User Agreement ("Agreement") is entered into as of the «Day» day of «Month», «Year», by and between BYRIDER FRANCHISING PARTNERS, LLC, having its principal place of business at 12802 Hamilton Crossing Blvd., Carmel, Indiana 46032 (hereinafter "Licensor" or "Company") and Franchisee, as identified in the Franchise Agreement between Byrider Franchising Partners, LLC, and Franchisee dated «Month» «Day», «Year» (together with its agents and successors, collectively, hereinafter "Licensee"), and is made part of the Franchise Agreement. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Franchise Agreement.
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- Licensed System. Licensor has developed certain computer software programs relating to "buy-here-pay-here" automobile sales and collection management systems, including programs which allow generation of specific retail installment sales and security contracts from input data and monitoring of receivables and collection productivity by Licensee, for use in the automobile sales business (hereinafter referred to as "Licensed Software").
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, the Byrider Software Services and User Agreement is directly linked to the Franchise Agreement. The Software Services and User Agreement is made part of the Franchise Agreement. This means that the franchisee's rights and obligations regarding the use of Byrider's proprietary software are governed by both agreements, and any capitalized terms not defined in the software agreement will have the same meaning as defined in the Franchise Agreement.
Specifically, the franchisee must license and use the Byrider technology system to operate their day-to-day business. This system includes Byrider's proprietary software, off-the-shelf software, hardware, Software as a Service (SaaS) platforms from third-party providers, public cloud-based platforms, and a dealer management system with integrated mandatory Customer Relations Management. The franchisee is responsible for paying the costs associated with the technology system to the appropriate vendor as outlined in Exhibit D, Appendix B, upon receiving invoices. Exhibit D, Appendix A, identifies the items typically required per franchised location.
Furthermore, the agreement states that upon termination or expiration of the Franchise Agreement, the Software Agreement will also concurrently expire or terminate. After termination or expiration, Byrider is not obligated to provide the franchisee with access to the Byrider Computer Software or any related services. However, Byrider will provide the franchisee with the necessary information to collect receivables and facilitate an orderly transfer, transition, or wind-down of the franchisee's business.
This dependency highlights the importance of the technology system to the Byrider franchise operation. A prospective franchisee should carefully review both the Franchise Agreement and the Software Services and User Agreement to understand their rights, obligations, and the costs associated with the technology system. They should also consider the implications of the termination of the Franchise Agreement on their access to and use of the Byrider software.