What constitutes 'willful misconduct' that would negate the liability limitations for Acumera regarding Dq Treat?

According to the 2025 Dq Treat FDD, the limitations on liability for Acumera do not apply in cases of their (or their agents' or subcontractors') gross negligence or willful misconduct, willful failure to comply with the law, or fraud. This means that while Acumera generally has capped liability for damages, these limitations are lifted if their actions or inactions reach the level of gross negligence, willful misconduct, willful violation of laws, or fraudulent behavior.

For a Dq Treat franchisee, this is an important protection. It ensures that Acumera cannot hide behind liability limitations if their actions are particularly egregious. For example, if Acumera intentionally disregards security protocols, leading to a data breach, they could be held fully liable for the resulting damages, notwithstanding any general liability caps.

However, the FDD does not explicitly define what specific actions would legally constitute "willful misconduct" or "gross negligence." These are legal terms with interpretations that can vary depending on the specific circumstances and applicable law. A Dq Treat franchisee should consult with a legal professional to understand how these terms would be interpreted in their jurisdiction and what specific actions by Acumera would meet these criteria.

It is also important to note that the FDD outlines specific situations where Acumera will not be liable for data breaches, such as when the franchisee fails to implement recommended security measures or when the POS system data traffic is not properly isolated. These exclusions highlight the franchisee's responsibility to maintain adequate security practices to ensure Acumera's services function as intended and to avoid scenarios where Acumera's liability is limited.