What rights does the Carls Licensee receive regarding the Licensed Program and Content?
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.
ARTICLE 8 TERM AND TERMINATION
- 8.2 Cessation of Use. Upon termination of this Agreement, Licensor will disconnect Licensee from the Licensed Program and Content and deactivate passwords, as applicable. Licensee shall cease
using the Licensed Program and Content and promptly return to Licensor all copies of all such materials and all other Confidential Information in its possession or control. Licensee shall delete all copies of such materials residing in on-line or off-line computer memory, and destroy all copies of such materials that also incorporate Confidential Information. Licensor shall be entitled to enter the Franchised Restaurants to repossess and remove the Licensed Program and Content, and any other Confidential Information.
Source: Item 23 — RECEIPTS (FDD pages 80–480)
What This Means (2024 FDD)
According to the 2024 FDD, Carls grants its licensees a non-exclusive, non-transferable license to use the online websites and web-based applications to access the Licensed Program and Content. This license is specifically for the licensee's internal operations at each franchised restaurant where the licensee remains a franchisee in good standing with Carls. It is important to note that 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.
The licensee is obligated to use the Licensed Program and Content strictly for the purposes that Carls expressly permits in writing and must adhere to the standards issued in writing by Carls. When accessing the Licensed Program and Content, the licensee must follow any written instructions provided by Carls. This ensures that the program and content are used in a manner consistent with Carls's guidelines and objectives.
Carls or its vendor retains ownership of the Licensed Program and Carls owns the Content. The copyright, patent, trademark, trade secret, and all other intellectual property rights in the Licensed Program and Content remain the property of Carls, the vendor, or other third parties. The agreement does not transfer any of these rights to the licensee or any third party. Licensees are prohibited from altering or deleting any intellectual property notices or proprietary marks on the Licensed Program and Content, ensuring that the proprietary rights are protected. Upon termination of the agreement, the licensee must cease using the Licensed Program and Content, deactivate passwords, and return or destroy all copies of the materials. Carls has the right to enter the franchised restaurants to repossess and remove the Licensed Program and Content.