What rights does Olo retain regarding the Licensed Applications used by Carls Jr. franchisees?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 FDD Document
- 3.2. Proprietary Rights. As between Operator and Olo, Operator hereby acknowledges and agrees that Olo owns all right, title and interest, including all copyrights and other intellectual property and proprietary rights, in and to the Licensed Applications, and all custom developed documents, designs, computer programs, computer systems, computer documentation and other work product authored or prepared by Olo upon the request of Customer or otherwise arising out of the Services (collectively, "Olo IP").
- 3.3. Trademark License. Operator acknowledges that the ownership, right, title and interest in and to Olo's trademarks rests with Olo and agrees that it will do nothing inconsistent with such ownership. Operator may use the slogan "Skip the Line®" in marketing materials and store displays in reference to the order ahead program utilizing the Licensed Applications; provided however that any display of such slogan clearly denotes the slogan as a registered trademark of Olo.
Source: Item 23 — RECEIPTS (FDD pages 76–364)
What This Means (2025 FDD)
According to the 2025 FDD, Olo retains significant rights and ownership regarding the Licensed Applications used by Carls Jr. franchisees. Olo owns all rights, title, and interest, including copyrights and other intellectual property rights, in and to the Licensed Applications, as well as custom-developed documents, designs, computer programs, systems, documentation, and other work product created by Olo. This is referred to as "Olo IP."
Carls Jr. franchisees (referred to as "Operator" in this context) are granted a non-exclusive, non-sublicensable (except as permitted), and non-transferable license to access and use the Licensed Applications during the term of their agreement. Franchisees cannot assign the agreement or transfer, sell, or assign the right to use the Licensed Applications to any third party, including Customer Third Party Providers, except as specifically allowed.
Olo also reserves the right to set commercially reasonable standards for Customer Third Party Providers, including certifying integrations to Olo's APIs. Olo has the authority to suspend or terminate a Customer Third Party Provider's access to the Licensed Applications if they breach data security or confidentiality, engage in abuse, or conduct malicious activities. A franchisee's breach of these obligations may be considered a material breach of their agreement with Olo. Furthermore, franchisees acknowledge that their use of Olo's trademarks, such as "Skip the Line®", must clearly denote that the slogan is a registered trademark of Olo.