Under what circumstances is a Caring Transitions franchisee NOT required to indemnify the franchisor?
Caring_Transitions Franchise · 2025 FDDAnswer from 2025 FDD Document
- (e) Franchisor makes no representations about any Web site that it may provide or make available to Franchisee, including, without limitation, the Web site's suitability, reliability, or availability.
To the full extent permissible by applicable law, Franchisor disclaims all warranties and conditions with regard to the Web site, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, or warranties arising by course of dealing or custom of trade.
Franchisor shall not be liable for any direct, indirect, compensatory, punitive, incidental, special, or consequential damages arising out of or related to the use or performance of any Web site.
(f) In order to maintain the goodwill in the System and in the business of Franchisor and Franchisor's licensees, Franchisor has the right to impose conditions and standards requirements on Franchisee's use of electronic distribution channels, including any Caring Transitions Web site maintained by Franchisee, including the following:
(i) Franchisor is to own all rights to all domain names containing any of the Marks or relating to the franchised business, any Permitted Products and Services, or any business that offers or sells products or services that compete with any products or services offered by Caring Transitions franchises.
Franchisee shall not register in its own name any domain name containing any of the Marks or relating to the franchised business, any Permitted Products and Services, or any business that offers or sells products or services that compete with any products or services offered by Caring Transitions franchises.
- (ii) In order to maintain the common identity of the System and the high-quality standards associated with the System, Franchisee shall obtain Franchisor's prior written approval for any domain name and for the form and content of any Caring Transitions Web site before Franchisee uses it on the Internet.
Unless Franchisor's prior written approval has been obtained, no element of the Marks or similar words may be used as part of the domain name or URL.
- (iii) Any Caring Transitions Web site established or maintained by Franchisee must contain a hyperlink to Franchisor's Web site and all other hyperlinks to third-party Web sites must be previously approved in writing by Franchisor.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 41–49)
What This Means (2025 FDD)
According to Caring Transitions' 2025 Franchise Disclosure Document, a franchisee is generally required to indemnify the franchisor against claims arising from any website they establish or maintain. However, the FDD also states that Caring Transitions "makes no representations about any Web site that it may provide or make available to Franchisee, including, without limitation, the Web site's suitability, reliability, or availability." Furthermore, "To the full extent permissible by applicable law, Franchisor disclaims all warranties and conditions with regard to the Web site, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, or warranties arising by course of dealing or custom of trade. Franchisor shall not be liable for any direct, indirect, compensatory, punitive, incidental, special, or consequential damages arising out of or related to the use or performance of any Web site."
This suggests that if Caring Transitions provides the franchisee with a website, they disclaim warranties regarding its suitability, reliability, or availability. They also state they will not be liable for any damages related to the use or performance of any website they provide.
Therefore, a Caring Transitions franchisee may not be required to indemnify the franchisor for claims arising from a website provided by the franchisor itself, given the disclaimers and limitations of liability outlined in the FDD. However, the franchisee is responsible for indemnifying Caring Transitions against claims arising out of any website established or maintained by the franchisee.