What is the definition of 'indirect damages' for which Acumera is not liable to Dq Treat?

According to Dq Treat's 2025 Franchise Disclosure Document, Acumera, the provider of certain technology services, limits its liability regarding damages. Specifically, Acumera is not liable to Dq Treat franchisees or any third party for indirect damages. These damages include lost profits, loss of data, loss of use, costs associated with integration, interruption of business, costs of procurement of substitute goods or services, or any indirect, special, incidental, punitive, or consequential damages. This limitation applies regardless of how the damages are caused and under any theory of liability, whether in contract, tort, or otherwise, even if Acumera was aware of the possibility of such damages.

This limitation on liability means that if a Dq Treat franchisee experiences any of the listed indirect damages due to Acumera's services, they will not be able to recover those losses from Acumera. For example, if a data breach occurs and the franchisee loses profits as a result, Acumera will not be held liable for those lost profits. This could have significant financial implications for a franchisee if a major service disruption or data loss event occurs.

However, the FDD also notes some exceptions to this limitation. The limitations on liability do not apply to either party's liability for its (or its respective agent's and/or subcontractor's) gross negligence or willful misconduct, willful failure to comply with law, or fraud. This means that in cases of serious misconduct or illegal actions by Acumera, the company can still be held liable for damages, even if they are indirect. Franchisees should carefully consider these limitations and exceptions and potentially seek legal counsel to fully understand their rights and responsibilities.

It is important for prospective Dq Treat franchisees to understand the scope of Acumera's liability limitations, as these could significantly impact their ability to recover losses in certain situations. Franchisees may want to inquire about insurance coverage or other risk mitigation strategies to protect themselves against potential losses that are not covered by Acumera's liability.