What are the specific obligations of a Byrider franchisee regarding the Proprietary Computer Software (Item 8) and how are these obligations listed in Item 9?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Proprietary Computer Software and Starter Kit. You must license Byrider Franchising Partners' Proprietary Computer Software from Byrider Franchising Partners and enter into a Software Services and User Agreement (see Exhibit E attached to the Franchise Agreement) with Byrider Franchising Partners for ongoing service and support to the Proprietary Software and all other components of the technology system. Byrider Franchising Partners does not provide lease packages for its Proprietary Software but may provide you with a list of third parties that offer lease packages for the entire technology system as described in Item 11. Any financing you arrange for the purchase or lease of the technology system may not contain terms that encumber the Proprietary Software in any way. Under no circumstances will the ownership rights to the Proprietary Software change from Byrider Franchising Partners to you or to a third party.
You are not required to purchase or lease any other computer equipment or software from Byrider Franchising Partners or Byrider Franchising Partners' designated
sources other than Google Workspace licenses and AnyConnect for VPN/NPA services to use the Proprietary Software.
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- Technology Installation. You will be responsible for acquiring, installing and maintaining all technology at your location. A stable, business-class internet connection (preferably redundant connections) will be required to access technology resources hosted by Byrider Franchising Partners or third-party providers. Byrider Franchising Partners will provide VPN client access for a fee on a per-user basis (Franchise Agreement Article 13.2). You are required to maintain a secure environment with regular patching of Operating Systems and software. You may be required to periodically update technology (both hardware and software) at your location to match the current standards as they evolve over time. Byrider Franchising Partners will assist you in the installation of the Proprietary Software in connection with your technology system.
- 9.4 Technology System Fees. Concurrently with the execution of this Agreement, Franchisee has executed the Byrider Software Services and User Agreement which is attached hereto as Exhibit D (the "Software Agreement"). The Company's technology system is made up of four components: 1) Byrider Proprietary Software, 2) off-the-shelf software, 3) hardware, 4) Software as a Service (SaaS) platforms from third party providers as well as public cloud-based platforms, and 5) dealer management system with integrated mandatory Customer Relations Management provided at no additional cost to Franchisee. Franchisee must license and use the Byrider technology system necessary to operate day-to-day business. Franchisee must pay the cost of the technology system to the appropriate vendor as shown on Exhibit D, Appendix B, upon receiving invoices. Exhibit D, Appendix A, identifies the items that are typically required per franchised location. The Company may at times allow for substitution of items in Appendix A at the request of Franchisee if a substitution will not materially impact the Company's delivery of services or support but is under no obligation to do so.
- 17.2 Termination of Access to BYRIDER Computer Software. Upon termination or expiration of this Agreement, the Software Agreement shall also concurrently expire or terminate. Upon such termination or expiration, the Company shall not be obligated to provide the Franchisee with access to the BYRIDER Computer Software or provide any services with respect thereto, except that the Company shall promptly make available to Franchisee (in a commercially reasonable media and form or format, as Company shall determine) any and all information needed to permit Franchisee (or its assignee) to collect its receivables and otherwise engage in an orderly transfer, transition or wind down of Franchisee's Business.
- 17.1 Obligations. In the event of the termination or expiration of this Agreement, whether by reason of default, lapse of time or other cause, the Franchisee shall: (B) promptly return to the Company the Manual and other confidential materials including, without limitation, all the BYRIDER Computer Software;
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, franchisees have several obligations regarding the Proprietary Computer Software. Item 8 states that franchisees must license Byrider's Proprietary Computer Software and enter into a Software Services and User Agreement with Byrider for ongoing service and support. The franchisee cannot encumber the Proprietary Software in any financing arrangements, and ownership of the software remains with Byrider. Franchisees are required to purchase Google Workspace licenses and AnyConnect for VPN/NPA services to use the Proprietary Software. Item 11 states that franchisees are responsible for acquiring, installing, and maintaining all technology at their location, including a stable internet connection. Franchisees must maintain a secure environment with regular patching of operating systems and software and may be required to update technology to match current standards.
Item 23 references the Byrider Software Services and User Agreement as Exhibit D. The technology system consists of Byrider Proprietary Software, off-the-shelf software, hardware, SaaS platforms from third-party providers, public cloud-based platforms, and a dealer management system with integrated mandatory Customer Relations Management. Franchisees must license and use the Byrider technology system and pay the costs to the appropriate vendor as shown on Exhibit D, Appendix B, upon receiving invoices. Exhibit D, Appendix A, identifies the items typically required per franchised location, with potential substitutions allowed if they do not materially impact Byrider's services or support.
Upon termination or expiration of the Franchise Agreement, the Software Agreement also terminates, and Byrider is not obligated to provide access to the BYRIDER Computer Software or related services. However, Byrider will provide the franchisee with information needed to collect receivables and wind down the business. Franchisees are also obligated to return all BYRIDER Computer Software.
Prospective franchisees should carefully review Exhibit D and its appendices to understand the full scope of their technology-related obligations and costs. They should also inquire about the frequency and potential costs of required technology updates to ensure they can meet Byrider's evolving standards.