If the Licensed System becomes subject to a claim of infringement, what options does Byrider have?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event that the Licensed System becomes, or in Licensor's opinion is likely to become, the subject of a claim of infringement of a patent, copyright, or other intellectual or industrial property right of any person, firm or corporation not a party to this Agreement, Licensor may, at its option, either secure Licensee's right to continue using the Licensed System, replace or modify the Licensed System so as to make it non-infringing without materially impairing the Licensed System's utility, or, if neither of these alternatives is reasonably available to Licensor, terminate this Agreement upon one (1) month's written notice.
In the event that Licensor elects to so terminate this Agreement to avoid infringement within twelve (12) months of delivery of the Licensed system to Licensee, then Licensor shall refund to Licensee the price paid for usage, login, and security rights to the software under this Agreement according to the percentage of days within that twelve (12) month period that Licensee did not have access to the Licensed System.
If, however, Licensee notifies Licensor in writing during the one (1) month after Licensor's notice of termination under this Section that Licensee elects to continue to be licensed with respect to the Licensed System, then Licensee shall undertake, at Licensee's expense, the defense of any such legal action against Licensee and/or Licensor arising from Licensee's use of the Licensed System and shall indemnify and hold Licensor harmless with respect to all costs, damages, and attorney fees actually incurred and attributable to such continued use or further defense of said legal action after such notice is given to Licensor.
Licensor shall have no liability to Licensee if the alleged infringement is based upon a use other than of a current, unaltered version of the Licensed System available from Licensor or upon a use or combination of the Licensed System with programs or data not supplied by Licensor.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, if the Licensed System faces an infringement claim, Byrider has several options. Byrider can secure the franchisee's right to continue using the Licensed System. Alternatively, Byrider can replace or modify the Licensed System to eliminate the infringement, provided that the changes do not significantly impair the system's utility. As a last resort, if neither of the previous options is reasonably available, Byrider can terminate the agreement with the franchisee after providing one month's written notice.
If Byrider chooses to terminate the agreement within twelve months of delivering the Licensed System to the franchisee to avoid infringement, Byrider will refund the franchisee the price paid for usage, login, and security rights to the software. The refund will be calculated based on the percentage of days within that twelve-month period that the franchisee did not have access to the Licensed System.
However, if the franchisee chooses to continue using the Licensed System despite the infringement claim, they must notify Byrider in writing within one month of Byrider's termination notice. In this case, the franchisee will be responsible for defending any legal action against them or Byrider arising from the continued use of the Licensed System. The franchisee must also indemnify Byrider, covering all costs, damages, and attorney fees related to the continued use and defense of the legal action after the notice is given to Byrider. Byrider bears no liability if the infringement claim results from using an outdated or altered version of the Licensed System or from combining it with programs or data not provided by Byrider.