What is the maximum amount of liability Punchh will have to Dq Treat for claims not related to data breaches?
Dq_Treat Franchise · 2025 FDDAnswer from 2025 FDD Document
SUBJECT TO A CLAIM FOR INFRINGEMENT AS SET FORTH IN SECTION 14.1, EXCEPT FOR DAMAGES AS A RESULT OF EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9 HEREIN, OR DUE TO THE FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY (OR THAT CANNOT OTHERWISE BE LIMITED BY APPLICABLE LAW), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (A) ANY LOST PROFITS OR CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, EVEN IF ONE OR BOTH PARTIES KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF PAYMENTS ACTUALLY MADE BY CUSTOMER TO PUNCHH UNDER THIS AGREEMENT DURING THE 18 MONTH PERIOD PRECEDING THE TRANSACTION OR EVENT GIVING RISE TO THE CLAIM.
Source: Item 17 — The following paragraph is added to the end of Item 17 of the Disclosure Document: (FDD pages 70–378)
What This Means (2025 FDD)
According to Dq Treat's 2025 Franchise Disclosure Document, Punchh's maximum cumulative liability to Dq Treat for claims not related to data breaches is limited to the amount of payments Dq Treat actually made to Punchh under their agreement during the 18-month period preceding the event that led to the claim. This limitation is subject to certain exceptions.
The limitation does not apply to damages resulting from a party's breach of confidentiality obligations, or due to fraud, willful misconduct, or gross negligence. Claims for infringement are addressed separately in section 14.1. This means that while there is a cap on Punchh's liability for most types of claims, Dq Treat could potentially recover a higher amount if the damages stem from these specific, more serious actions or breaches.
For a Dq Treat franchisee, this means that the potential recovery from Punchh for issues with the Punchh platform or services is generally capped at the amount Dq Treat paid to Punchh over the previous 18 months. However, if Punchh acts with gross negligence or engages in willful misconduct, this cap may not apply, potentially allowing for a larger recovery. It is important for franchisees to understand these limitations and exceptions, and to consult with legal counsel to fully assess their rights and remedies under the agreement.