What happens to Digital Media accounts associated with a Casiola franchised business upon demand of the franchisor?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
has been advised of the possibility of such damages, or for any claim by any other party including the software manufacturer. The foregoing limitations of liability are intended to apply without regard to whether other provisions of the Agreement have been breached or proven ineffective.
3.G. DIGITAL MEDIA, SYSTEM WEBSITE AND TELEPHONE NUMBERS
As between Franchisor and Franchisee, Franchisor is the absolute owner of the Digital Media. Franchisee shall not utilize, access or open accounts regarding or related to Digital Media unless expressly approved by Franchisor in writing which approval Franchisor may withhold, condition, limit, modify, or withdraw as determined by Franchisor in Franchisor's Reasonable Business Judgment and which approval, if given, shall be limited to the marketing and promotion of the Franchised Business in accordance with Franchisor's standards and specifications. Upon expiration or termination of this Agreement for any reason, all prior authorizations respecting Franchisee's right to use the Digital Media and/or otherwise as to any rights of Franchisee in or to the Digital Media shall be automatically terminate and, at Franchisor's election, the right to any and all accounts and/or sites (if any) associated with Digital Media utilized by Franchisee shall be transferred by Franchisee to Franchisor. Franchisee shall not utilize the Digital Media for purposes of or with the effect of libeling or disparaging another party and Franchisee shall not violate any copyrights or the legal rights of any other party or person. Franchisee is exclusively responsible for disparagement, libel and/or copyright or intellectual property infringement as to all information, data, materials, and Published Content issued, posted, and/or made available by Franchisee.
All Digital Media and/or Published Content, if permitted by Franchisor, must be approved by Franchisor prior to publication or use in any form. Digital Media and Published Content that is approved by Franchisor or that otherwise is acceptable to Franchisor as meeting Franchisor's standards shall, at Franchisor's discretion, be owned by Franchisor. As between Franchisor and Franchisee, any and all interest and right in or to the Digital Media and/or Published Content shall, at all times, be and is the exclusive property of Franchisor both during the Term of this Agreement and upon the expiration or termination of this Agreement. The System Website and all improvements and modifications made to the System Website, Digital Media, and Published Content is and shall be the exclusive property of Franchisor. During the Term of this Agreement and subject to Franchisee's compliance with this Agreement, the System Website shall include information related to the Franchised Business as shall be determined and designated by Franchisor in Franchisor's Reasonable Business Judgment. All rights in and to telephone numbers associated with the Franchised Business, shall, at Franchisor's election, be transferred to Franchisor.
Without limitation to the foregoing, Franchisee shall, upon the request of Franchisor, execute and deliver to Franchisor the Assignment of Telephone Numbers and Digital Media Accounts attached to this
Agreement as Exhibit 3. Upon the request of Franchisor, Franchisee shall execute, update, and/or re-execute the Assignment of Telephone Numbers and Digital Media Accounts agreement upon the request of Franchisor. As between Franchisor and all third parties, Franchisee represents and acknowledges that such third party is authorized to rely on the Assignment of Telephone Numbers and Digital Media Accounts agreement, irrespective of any dispute and/or controversy between Franchisor and Franchisee and irrespective of any contrary instructions of Franchisee.
3.H. RELOCATION OF FRANCHISEE'S ADMINISTRATIVE OFFICE
Franchisee shall not relocate Franchisee's Administrative Office to a facility located outside the Operating Market.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, Casiola retains significant control and ownership over the Digital Media associated with a franchised business. Casiola maintains absolute ownership of the Digital Media. Unless expressly approved in writing by Casiola, a franchisee cannot utilize, access, or open accounts related to Digital Media, and Casiola can withhold, condition, limit, modify, or withdraw such approval at its discretion. Any approval granted is limited to marketing and promotion of the franchised business according to Casiola's standards.
Upon expiration or termination of the Franchise Agreement, any prior authorizations for the franchisee's use of Digital Media automatically terminate. At Casiola's election, the rights to any accounts or sites associated with Digital Media used by the franchisee will be transferred to Casiola. The franchisee is responsible for ensuring that their use of Digital Media does not libel, disparage, or violate the copyrights or legal rights of any party. All Digital Media and Published Content, if permitted by Casiola, must be approved by Casiola before publication or use, and Digital Media approved by Casiola can be owned by Casiola.
Upon request from Casiola, the franchisee must execute and deliver the Assignment of Telephone Numbers and Digital Media Accounts. Third parties are authorized to rely on this assignment, regardless of any disputes between Casiola and the franchisee or any contrary instructions from the franchisee. Upon termination of the franchise agreement, the franchisee must transfer, disconnect, or assign all web-based media listings, accounts, and log-in information to Casiola as directed. The franchisee must also comply with the Assignment of Telephone Numbers and Digital Media Accounts.