What is a Circle K franchisee required to do if they disassemble or decompile the TMC Software?

According to Circle K's 2025 Franchise Disclosure Document, a franchisee is prohibited from disassembling or decompiling the TMC Software unless they have obtained prior written consent from TMC. However, the FDD notes that in some jurisdictions, TMC's consent may not be required for disassembly or decompilation. If a franchisee does disassemble or decompile the software, whether with or without consent (depending on the jurisdiction), they are required to provide TMC with reasonably detailed information regarding the disassembly or decompilation upon request.

This requirement ensures that Circle K maintains control and oversight over its proprietary software. By requiring franchisees to seek consent or provide information about disassembly or decompilation, Circle K can protect its intellectual property and ensure the integrity of its systems. This is a fairly standard practice in franchising, as franchisors need to protect their software and systems from unauthorized modification or reverse engineering.

For a prospective Circle K franchisee, this means they should be aware of the limitations on modifying or analyzing the TMC Software. If they have a need to disassemble or decompile the software, they should first seek written consent from Circle K, unless they are in a jurisdiction where such consent is not required. Regardless, they should be prepared to provide detailed information to Circle K about any disassembly or decompilation activities if requested. Failure to comply with these requirements could result in a breach of the franchise agreement and potential legal consequences.

It's important for potential franchisees to understand the scope of the software license and any restrictions on its use. This includes understanding what constitutes disassembly or decompilation and whether their planned activities would fall under these restrictions. Franchisees should also be aware of the laws in their specific jurisdiction regarding software reverse engineering and whether TMC's consent is required in their area.