Under what conditions is the license granted to a Carls franchisee to use the online websites and web-based applications?
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 the 2024 FDD, Carls grants its franchisees a non-exclusive, non-transferable license to use its online websites and web-based applications. This license allows franchisees to access the Licensed Program and Content, but only for their internal operations at each franchised restaurant. A key condition is that the franchisee must remain 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 franchisee. Furthermore, all data and reports generated through the franchisee's use of these resources are owned solely by Carls.
The franchisee is obligated to use the Licensed Program and Content strictly for the purposes that Carls expressly permits in writing. Compliance with Carls' written standards and instructions is mandatory when accessing these resources. The franchisee acknowledges that the Licensed Program is owned or licensed by a vendor, while Carls owns the Content. All intellectual property rights related to these resources remain the property of Carls, the vendor, or other applicable third parties, and the franchisee is prohibited from altering or deleting any proprietary notices or marks.