What is the maximum annual liability of PAR to a Dq Treat Participating Location under the Participation Agreement, excluding specific exceptions?
Dq_Treat Franchise · 2025 FDDAnswer from 2025 FDD Document
NG") CAN BE PREVENTED. THE EXPRESS WARRANTIES SPECIFIED IN THESE PARPAY TERMS OR FURNISHED WITH THE PARPAY SERVICES BY PAR ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PAR DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES.
- b. NOTIFICATION OF OUTAGE BY PARTICIPATING LOCATION. PARTICIPATING LOCATION MUST NOTIFY PAR IF THE PARTICIPATING LOCATION IS UNABLE TO TRANSACT AN ORDER OR USE THE PARPAY SERVICES BY CONTACTING THE PAR HELP DESK. IF PAR HAS NO RECORD OF THE PARTICIPATING LOCATION CONTACTING THE PAR HELP DESK REGARDING SUCH OUTAGE WITHIN 60 DAYS OF THE END OF THE MONTH IN WHICH THE PARTICIPATING LOCATION EXPERIENCED THE OUTAGE, THEN PARTICIPATING LOCATION WILL BE DEEMED TO HAVE WAIVED ANY CREDITS THAT MAY HAVE BEEN AVAILABLE FOR SUCH OUTAGE. NOTWITHSTANDING THE FOREGOING IF PAR BECOMES AWARE OF A SYSTEM WIDE OUTAGE, PAR AND/OR DAIRY QUEEN MAY NOTIFY PARTICIPATING LOCATIONS OF SUCH OUTAGE AND IN SUCH INSTANCE PARTICIPATING LOCATION WILL NOT BE REQUIRED TO NOTIFY PAR IN ORDER TO OBTAIN A CREDIT.
- c. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION TORT, CONTRACT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES,
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 the 2025 Dq Treat FDD, the maximum annual liability of PAR (ParTech, Inc.) to a Participating Location under the Participation Agreement is $50,000. This limit applies to the aggregate annual calendar year, running from January 1 to December 31, and includes all schedules related to the agreement. This figure is further reduced by any service credits the Participating Location receives due to PAR's failure to meet availability warranties.
However, this liability limitation does not apply to specific situations. PAR's liability is not capped for cases involving gross negligence, willful misconduct, willful failure to comply with the law, fraud, intellectual property infringement, bodily injury (including death), or damage to or loss of tangible property. These exceptions mean that in severe cases of negligence or intentional wrongdoing, PAR could be liable for amounts exceeding the $50,000 limit.
This limitation of liability is a common practice in franchising and other business agreements, designed to provide a degree of predictability and risk management for both parties. For a Dq Treat franchisee, it means that while PAR's liability for general damages is capped, there are important exceptions for serious misconduct or negligence. Franchisees should carefully consider these limitations and exceptions, and potentially seek legal counsel to fully understand their rights and obligations under the Participation Agreement.