Who retains the title to the Cool Binz Product?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
TERMS AND CONDITIONS
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- License Grant: Franchisor grants to Licensee a renewable License to use the COOL BINZ Franchise Management Software System ("Product" or "COOL BINZ Software"), and all subsequent upgrades, on Licensee's computer. This License does not extend to other parties, even if they use the same computer. Franchisor reserves the right to issue new modules, which may be separately licensed.
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- Title: Title to the Product shall remain with Franchisor.
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- Term: This License is a quarterly license. It shall automatically renew each quarter and shall remain in effect throughout the term of the Franchise Agreement between Franchisor and Licensee.
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- Copies and Listings: The Licensee shall not copy or reverse-engineer the Product in whole or in part, nor shall it permit other parties to do so.
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- Protection of Product: Licensee agrees not to make available to any party the Product or any of its parts. Licensee agrees to take appropriate action with its employees and any other parties to obtain assurances of non-disclosure consistent with this Agreement.
- Licensee recognizes that the Product is Franchisor's copyrighted property, represents a large investment of human and financial resources by Franchisor, is a trade secret of Franchisor, and is confidential information. Licensee agrees to keep the Product, and all related materials, confidential. Licensee will use its best efforts, including any reasonable security precautions as Franchisor may request, to insure that the proprietary rights of Franchisor are preserved to the fullest extent possible under the law. In addition to the right to terminate this Agreement, Franchisor shall be entitled to seek appropriate injunctive relief in the event of any violation of the confidentiality of its copyrighted materials, and to bring an action at law where appropriate.
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- Assignment and Sub-Licensing: This License shall not be assigned or sub-licensed by Licensee, except with the prior, specific written consent of Franchisor.
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- Warranty: Franchisor warrants that the Product, when delivered to Licensee, shall be free from material defects and shall conform to the program documentation
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the franchisor retains the title to the COOL BINZ Franchise Management Software System, referred to as the "Product" or "COOL BINZ Software". This is explicitly stated in the terms and conditions related to the license grant for the software.
This means that while a franchisee is granted a license to use the COOL BINZ software, they do not own it. The franchisee's right to use the software is contingent upon maintaining a valid franchise agreement and adhering to the license terms. The license is quarterly and automatically renews each quarter for the term of the Franchise Agreement.
As a Cool Binz franchisee, you are prohibited from copying, reverse-engineering, or making the software available to any third party. You are also responsible for safeguarding the software and ensuring its confidentiality. This includes taking appropriate action with employees to ensure non-disclosure. The franchisor's ownership and the franchisee's limited usage rights are designed to protect the franchisor's intellectual property and maintain control over the Cool Binz system.
The franchisor's right to seek injunctive relief in the event of any violation of the confidentiality of its copyrighted materials, and to bring an action at law where appropriate, highlights the importance of protecting the software. This also means that upon termination of the franchise agreement, the franchisee's right to use the software ceases, and they must discontinue its use.