What rights does a Circle K purchaser have regarding the software included in the Equipment provided by TMC?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
derstands and agrees that, in connection with its use of the Equipment and the TMC Network, Purchaser must comply with TMC's instructions and guidelines from time to time communicated to Purchaser hereunder, whether communicated in written or electronic form (such guidelines and instructions referred to collectively as the "Card Guide"), and failure by Purchaser to comply with the Card Guide constitutes a default under this Agreement.
- (b) Purchaser understands that the Equipment may include software that is proprietary to TMC or a designated third-party supplier, and Purchaser has no right, title, or ownership interest in such software and agrees that it will neither attempt to copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of such software, nor will Purchaser attempt to place any lien or other encumbrance on or sell any Equipment. Any lien, other encumbrance or sale by Purchaser of any such Equipment shall be void.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, a purchaser has very limited rights regarding the software included in the Equipment. The FDD states that the Equipment may include software proprietary to TMC or a designated third-party supplier. The purchaser obtains no ownership interest in this software.
Specifically, the Circle K franchisee is prohibited from copying, modifying, reverse engineering, decompiling, disassembling, or attempting to derive the source code of the software. They also cannot place any lien or encumbrance on the Equipment or sell it. Any such actions are considered void.
This means that Circle K franchisees must use the software as is and cannot alter it to suit their specific needs. They are also dependent on TMC or its designated suppliers for any updates, maintenance, or support related to the software. This is a fairly standard practice in franchising, where franchisors need to maintain uniformity and control over their systems.
The franchisee also agrees not to add additional hardware not designated by TMC to the Equipment, TMC Software, and Third-Party Software without TMC's prior written consent. The Equipment shall be used solely for the storage and transmission of point of sale data pertaining to the Store and such other uses as may be approved in advance by TMC.