What is the scope of the license granted to the Carls Licensee for using 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.
Source: Item 23 — RECEIPTS (FDD pages 80–480)
What This Means (2024 FDD)
According to Carls's 2024 Franchise Disclosure Document, the license granted to the Licensee is non-exclusive and non-transferable. Carls grants the Licensee the right to use online websites and web-based applications, as specified in Exhibit A, to access the Licensed Program and Content. This access is solely for the Licensee's internal operations at each franchised restaurant where the Licensee remains a franchisee in good standing with Carls.
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 exclusively by Carls. The Licensee is obligated to use the Licensed Program and Content strictly for the purposes expressly permitted by Carls in writing and must comply with the standards issued in writing by Carls.
The Licensee acknowledges that the Vendor owns the Licensed Program, and 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. The agreement does not transfer any of these rights to the Licensee. The Licensee is prohibited from altering or deleting any intellectual property notices or proprietary marks on the Licensed Program and Content. This ensures that Carls maintains control over the Licensed Program and Content while allowing franchisees to utilize it for their restaurant operations.