What conditions must Camp Margaritaville meet to receive defense, indemnification, and hold harmless protection from Margaritaville regarding infringement claims?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
Terms of Use.
- 11. Indemnification. These CRM Terms of Use shall be subject to the indemnification provisions of the Branding Agreement between the parties.
12. Intellectual Property.
- (i) Should any portion of the CRM Services or Connection Platform become, or in Margaritaville's reasonable opinion be likely to become, the subject of a claim of Infringement, Margaritaville may, at its option and expense, and in addition to the indemnity provided below in subsection (b), provide the following as the Customer's sole remedy: (i) procure for Customer the right to use the CRM Services and/or Connection Platform free of any liability for Infringement; (ii) replace or modify the applicable portion of the CRM Services and/or Connection Platform with a non-infringing substitute otherwise complying substantially with all the requirements of these CRM Terms of Use; or (iii) terminate these CRM Terms of Use and immediately refund to Customer all Monthly Subscription Fees paid in advance for the balance of the then current Term.
- (ii) Provided Margaritaville is promptly informed in writing and furnished a copy of each communication, notice or other action relating to an alleged infringement and is given authority, information and assistance as necessary to defend or settle such claim, Margaritaville will defend, indemnify, and hold Customer and its directors, officers, employees, and agents ("Indemnitees") harmless from and against any action brought against Customer to the extent such action is based on a claim of direct infringement of any duly issued patent or copyright resulting from Customer's use of the CRM Services and/or Connection Platform in accordance with the terms of these CRM Terms of Use ("Infringement").
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to Camp Margaritaville's 2025 Franchise Disclosure Document, Margaritaville will defend, indemnify, and hold the franchisee (referred to as "Customer" in this section) harmless against actions based on direct infringement claims of a duly issued patent or copyright. This protection applies specifically when the infringement results from the franchisee's use of the CRM Services and/or Connection Platform, and that use must be in accordance with the CRM Terms of Use. This means Camp Margaritaville franchisees are protected from intellectual property claims related to their use of Margaritaville's provided digital services.
However, this protection is conditional. Camp Margaritaville must promptly inform Margaritaville in writing about any alleged infringement. They must also furnish a copy of each communication, notice, or other action related to the infringement claim. Furthermore, Camp Margaritaville must provide Margaritaville with the authority, information, and assistance necessary to defend or settle the claim. If these conditions are met, Margaritaville has the right to conduct all proceedings or negotiations, assume the defense, and take steps to settle or defend the claims, or assign such actions to CRM Provider and/or Connection Platform.
In the event of an infringement claim, Margaritaville has the option to take several actions as the franchisee's sole remedy. These include procuring the right for the franchisee to use the CRM Services and/or Connection Platform without infringement liability, replacing or modifying the infringing portion of the services with a non-infringing substitute that substantially complies with the CRM Terms of Use, or terminating the CRM Terms of Use and refunding the franchisee's Monthly Subscription Fees paid in advance for the remaining term. This clause clarifies the extent of Margaritaville's responsibility and the remedies available to the franchisee in case of infringement claims related to the CRM Services and Connection Platform.