What is the Byrider licensor's obligation regarding repairs or replacements of non-conformities in the Licensed Software programs?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
ruption of operations that materially affect the ability of Licensor to provide Services beyond a reasonable period of interrupted service. Such Plan shall include means for providing alternate electrical power to Licensor technology systems and for restoration of backed-up data. At all times, Licensee shall provide and maintain a secure network connection to the Licensed System and the Hosting Facility. At all times, Licensee shall cause its personnel to access the Licensed System and the Hosting Facility in a reasonably secure work environment to prevent any unauthorized use or access to the Licensed System or the Hosting Facility.
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- Limited Warranty. Licensor warrants that the Licensor's Software will substantially conform to Licensor's current published documentation when delivered to Licensee. The Third Party Software is not warranted by Licensor. In the event that the Licensee provides Licensor with written documentation at any time during the term of the Franchise Agreement verifying that there is a non-conformity in the Licensed Software which significantly impairs a vital business function not caused by defects in Third Party Software or misuse by Licensee, and Licensee is in full compliance with the terms of this Agreement, then Licensor, at Licensor's election, either 1) shall correct the non-conformity free of charge, or 2) shall provide an alternative procedure or "work around" whereby the non-conformity will not have a significant effect on the Licensee's use of the Licensed Software. Should such non-conformities be due solely to defects in Third Party Software, Licensor shall have no liability to Licensee for such defect and Licensee's sole remedy for such defect shall be from the Third Party. Licensee shall provide Licensor, at no charge, sufficient access to, support, and test time on Licensee's equipment to identify the nonconformity, certify that the non-conformity results from error of the Licensed Software, and certify whether or not the non-conformity has been remedied. Licensee agrees to establish adequate back up plans, including for personnel to aid in non-conformity diagnosis by Licensor and to assist in the repair of defects by Licensor, in the event of non-conformities, errors, defects or other malfunctions in the Licensed Software.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, Byrider warrants that its software will substantially conform to its current published documentation when delivered to the franchisee. However, this warranty does not extend to Third Party Software included in the Licensed System. If a franchisee reports a non-conformity in the Licensed Software that significantly impairs a vital business function (excluding defects in Third Party Software or misuse by the franchisee), Byrider will, at its election, either correct the non-conformity free of charge or provide a workaround to mitigate the impact. The franchisee must provide Byrider with sufficient access, support, and test time to identify and verify the non-conformity.
However, Byrider may choose to repair or replace verifiable non-conformities in the Licensed Software programs to ensure they conform to the documentation of the Licensed System, providing these repairs or replacements without additional charge. Byrider also offers telephone consultation to assist franchisees in resolving difficulties related to the use of the Licensed Software.
It's important to note that the franchisee's sole remedy for a breach of warranty is generally limited to the remedy provided in Section 15 of the agreement. If the non-conformity remains uncured 30 days after notice, and Byrider has not provided an alternative procedure, the franchisee may terminate the agreement with written notice within 10 days after the cure period. Upon termination and return of the Licensed System, Byrider will return all fees covered by Appendix B and actually paid by the franchisee, and Byrider will have no further obligations to the franchisee.
However, the warranty is void if the non-conformities are caused by unauthorized modification or use of the system by the franchisee, the franchisee's failure to perform required duties, or improper performance of required duties. Additionally, Byrider does not guarantee any retroactive compatibility between new versions, releases, fixes, enhancements, or other modifications to the Licensed System.