What is a Carls Jr. operator prohibited from doing with the right to use the Licensed Applications?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 FDD Document
3.1. License. Subject to the terms and conditions of the Agreement and the applicable Addendums, Olo hereby grants to Operator, during the Term, a non-exclusive, nonsublicensable (except as permitted hereunder), non-transferable (except pursuant to Section 10.4) license to access and use for itself and its End Users, the specific Licensed Applications selected in the applicable Customer Order Form. Operator shall not (a) assign this Agreement to any third party (it being understood that any such assignment shall be void ab initio); or (b) transfer, sell, or assign the right to use the Licensed Applications, including for the avoidance of doubt to any Customer Third Party Provider (except pursuant to Section 10.4). Olo reserves the right, in its sole discretion, to promulgate commercially reasonable standards that must be adhered to by Customer Third Party Providers (including, but not limited to, Olo's certification of all integrations to the Olo APIs). Any Customer Third Party Provider's breach or suspected breach of data security or confidentiality, abuse, or malicious or suspected malicious activities, may (at Olo's sole discretion) necessitate the immediate suspension, and possible termination, of Customer Third Party Provider's access to the Licensed Applications. A breach of the obligationsset forth in this Section 3.1 by Operator may constitute a material breach of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 76–364)
What This Means (2025 FDD)
According to the 2025 Carls Jr. Franchise Disclosure Document, an operator is granted a non-exclusive, non-sublicensable, and non-transferable license to access and use specific Licensed Applications during the term of the agreement. This license is for the operator and its end users only, subject to the terms and conditions outlined in the agreement and any applicable addendums.
The Carls Jr. franchisee is explicitly prohibited from assigning the agreement to any third party, which would render such an assignment void from the beginning. Furthermore, the franchisee cannot transfer, sell, or assign the right to use the Licensed Applications, including to any Customer Third Party Provider, except as specifically permitted within Section 10.4 of the agreement.
Carls Jr.'s software vendor, Olo, retains the right to set commercially reasonable standards for Customer Third Party Providers, including the certification of integrations to Olo's APIs. Any breach or suspected breach of data security or confidentiality, abuse, or malicious activities by a Customer Third Party Provider may lead to immediate suspension and possible termination of that provider's access to the Licensed Applications, at Olo's discretion. A violation of these obligations by the Carls Jr. operator may be considered a material breach of the agreement.