Does the Carls Licensee have exclusive rights to the Licensed Program and Content?

According to the 2024 FDD, Carls grants its licensees a non-exclusive license to use the Licensed Program and Content. Specifically, the license is for accessing online websites and web-based applications as outlined in Exhibit A, and it is intended solely for the licensee's internal operations at franchised restaurants where the licensee is in good standing with Carls. This license is non-transferable, meaning the licensee cannot transfer these rights to another party.

Carls retains the right to modify or remove features and elements of the Licensed Program and Content without needing to provide notice or obtain consent from the licensee. Furthermore, all data and reports generated through the licensee's use of the Licensed Program and Content are owned solely by Carls. This means that while franchisees can use the program, they do not own the resulting data.

This non-exclusive arrangement means that Carls can grant similar licenses to other franchisees or even operate the Licensed Program and Content themselves. A prospective franchisee should understand that they are not the only ones with access to these resources and that Carls has considerable control over the program's features and the data it generates. This arrangement is fairly typical in franchising, where the franchisor maintains control over proprietary systems and content to ensure consistency and quality across the brand.