What is the dependency for a Carls Licensee to use the Licensed Program and Content at each Franchised Restaurant?
Carls Franchise · 2024 FDDAnswer from 2024 FDD Document
- 1.1 License. Licensor grants Licensee a non-exclusive, non-transferable license to use the online Web sites and Web-based applications set forth on Exhibit A to access the Licensed Program and Content offered under the terms of this Agreement solely for Licensee's internal operations at each Franchised Restaurant at which Licensee remains Franchisor's franchisee in good standing ("License"). Licensor has the right to add, modify and/or remove features and elements of the Licensed Program and Content from time to time, without notice to, or the consent of, Licensee. Any data and reports generated by Licensee's use of the Licensed Program and Content are owned solely by Licensor.
- 1.2 Use of Licensed Program and Content. Licensee shall use the Licensed Program and Content solely for the purposes Licensor expressly permits from time to time in writing and in strict compliance with the standards issued in writing from time to time by Licensor. When accessing the Licensed Program and Content, Licensee shall follow any instructions issued in writing by Licensor.
- 1.3 Ownership; Proprietary Rights. Licensee acknowledges and agrees that (a) Vendor owns or is the licensee of the Licensed Program and Licensor owns the Content; and (b) the copyright,
patent, trademark, trade secret, and all other intellectual property rights of whatever nature in the Licensed Program and Content are and shall remain the property of Licensor, Vendor or other third parties, as applicable, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party. Licensee shall not alter or delete the intellectual property notices or any other proprietary legends or marks as may be specified on the Licensed Program and Content.
Source: Item 23 — RECEIPTS (FDD pages 80–480)
What This Means (2024 FDD)
According to Carls's 2024 Franchise Disclosure Document, a licensee's ability to use the Licensed Program and Content at each franchised restaurant is dependent on remaining a franchisee in good standing with Carls. The license granted is non-exclusive and non-transferable, intended solely for the licensee's internal operations at each franchised restaurant. Carls retains the right to modify or remove features of the Licensed Program and Content without notice or consent from the licensee. All data and reports generated through the licensee's use of the Licensed Program and Content are owned solely by Carls.
The licensee must use the Licensed Program and Content strictly for the purposes expressly permitted by Carls in writing and in compliance with Carls's written standards. Licensees are required to follow any written instructions provided by Carls when accessing the Licensed Program and Content. The agreement specifies that the vendor owns or licenses the Licensed Program, while Carls owns the Content. All intellectual property rights related to the Licensed Program and Content remain the property of Carls, the vendor, or other third parties, and the licensee is prohibited from altering or deleting any intellectual property notices or proprietary marks.
This arrangement means that a Carls franchisee's access to essential operational tools and content is contingent upon maintaining a good relationship with the franchisor and adhering to their standards. The franchisee does not own the data generated by their use of the program, which could impact their ability to analyze their business performance independently. The franchisor's right to modify the program without consent places a risk on the franchisee, as changes could potentially disrupt their operations or require additional training. Prospective franchisees should carefully consider these factors and the potential impact on their business before entering into an agreement with Carls.