Does the Byrider Software Services and User Agreement allow for modifications to the Licensed System?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
ts 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. Licensee shall also implement sufficient procedures to satisfy its own requirements for security and accuracy of input and output. Licensor does not guarantee any retroactive compatibility between new versions, releases, fixes, enhancements, or other modifications to the Licensed System.
THE FOREGOING WARRANTY IS NULL AND VOID IF THE ALLEGED NON-CONFORMITIES ARE PROXIMATELY CAUSED BY ANY OF THE FOLLOWING:
- A. ANY UNAUTHORIZED MODIFICATION OR USE OF THE LICENSED SYSTEM BY LICENSEE,
- B. LICENSEE'S FAILURE TO PERFORM A REQUIRED DUTY OR DUTIES, OR
- C. LICENSEE PERFORMING A REQUIRED DUTY IN AN IMPROPER MANNER.
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- Licensed System Maintenance and Support.
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- a. Licensor may make corrections, updates, and modifications of the Licensed System ("enhancements") from time to time. Licensor shall make the enhancements to the Licensed System available to Licensee without additional charge except for any enhancements which constitute Third Party Software, or changes to Infrastructure Standards. Licensor will provide Licensee any enhancements which constitute Third Party Software or changes to Infrastructure Standards, and shall be permitted to pass through a charge to Licensee equal to Licensee's pro rata portion of an amount equal to Licensor's cost therefor, provided that such changes to the Infrastructure Standards were reviewed by the Dealer Board and are used by all users of the Licensed System. Further, Licensor may or may not, at its option, repair or replace any verifiable non-conformities in the Licensed Software programs such that these programs conform to the documentation of the Licensed System and provide those repairs or replacements to Licensee without additional charge. Also, Licensor will provide consultation by telephone to assist Licensee to resolve difficulties of Licensee related to the use of the Licensed Software. The maintenance services contemplated by this paragraph will be provided generally from 9 a.m. to 5 p.m., Eastern Daylight Time, Monday through Friday, excluding holidays.
- b. Licensee shall designate an appropriate and knowledgeable person to serve as Licensee's liaison with Licensor and through whom all contacts and questions shall be presented to Licensor. Licensor shall not be obligated to provide information or answer inquiries from Licensee except through this liaison person.
- c. If Licensee requests on-site assistance from Licensor, and Licensor agrees that such on-site assistance is reasonably necessary, Licensee will additionally pay Licensor's travel, the then current Custom Support Fee charged by Licensor, and other related business expenses actually incurred in the performance of such services. These expenses will be invoiced separately other fees, and payment shall be due in full from Licensee within thirty (30) days of the date of invoice.
- d.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, unauthorized modifications to the Licensed System by the franchisee can void Byrider's obligations to provide services under the Software Services and User Agreement. The Licensed System includes the Hosting Facility, Licensed Software, Infrastructure Standards, and Licensed Documentation, along with any modifications, translations, updates, versions, enhancements, or improvements provided by Byrider to the franchisee.
Specifically, the warranty provided by Byrider for the Licensed System becomes null and void if non-conformities are caused by any unauthorized modification or use of the system by the franchisee, the franchisee's failure to perform required duties, or the franchisee performing a required duty improperly. This means that if a franchisee alters the software without authorization and an issue arises, Byrider is not obligated to provide support or fixes.
If a franchisee makes unauthorized changes, modifications, enhancements, or improvements to the Licensed System, Byrider is relieved of its obligation to provide services under the agreement for any parts of the system affected by those changes. This clause protects Byrider's intellectual property and ensures the integrity of its software system across all franchise locations. It also ensures that Byrider is not responsible for issues arising from alterations it did not approve or implement.