What is the purpose of the Participation Agreement between Punchh and Participating Locations for Dq Treat franchises?
Dq_Treat Franchise · 2025 FDDAnswer from 2025 FDD Document
This Participation Agreement (this "Participation Agreement") is made effective as of the signature date of the Participating Location (as defined herein) below (the "Participation Agreement Effective Date") and is entered into by and between the undersigned franchisee entity (each, a "Participating Location") and Punchh Inc., with an address of 8383 Seneca Turnpike New Hartford, New York 13413 or Punchh (Canada) Inc. (collectively, "Punchh"); Punchh and Participating Location are sometimes referred to herein individually as a "Party" and collectively as the "Parties").
RECITALS
- A. American Dairy Queen Corp. and Dairy Queen Canada, Inc. (collectively, "Customer") and Punchh entered into a certain Master Services Agreement with an effective date of ______, as may be amended from time to time (the "Agreement").
- B. The Agreement contemplates the provision of certain products and services by Punchh to Participating Locations, including the execution of this Participation Agreement and the payment of applicable fees by Participating Locations that are not participating in the Dairy Queen® National Marketing Fund, in order to receive Punchh products and services for use of the Dairy Queen® loyalty program.
- C. The purpose of this Participation Agreement is to create a direct relationship between Punchh and Participating Locations to establish contractual privity and allow for direct billing, as applicable.
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 Franchise Disclosure Document, the Participation Agreement between Punchh and Participating Locations serves several key purposes. Punchh Inc. provides loyalty program services to Dq Treat franchisees through a master agreement with American Dairy Queen Corp. The agreement is effective as of the signature date of the Participating Location. The purpose of this agreement is to create a direct contractual relationship between Punchh and the Participating Locations. This direct relationship allows for direct billing and establishes contractual privity.
For Dq Treat franchisees, this means they will have a direct agreement with Punchh for loyalty program services. This agreement ensures that franchisees are responsible for complying with the terms and conditions set forth by Punchh. Franchisees will be required to complete and provide an ACH form to Punchh, ensuring payments are up to date.
The Participation Agreement incorporates specific sections from the master agreement between Punchh and American Dairy Queen Corp, binding the Participating Location to terms related to definitions, services, platform usage, fees and payment, confidentiality, representations and warranties, disclaimers, indemnification, limitation of liability, consumer communications, and general provisions. However, any section applicable or exercisable by the Customer (American Dairy Queen Corp.) due to its rights as the franchisor is excluded from the Participation Agreement. This ensures that while franchisees are bound by many of the same terms, American Dairy Queen Corp. retains its rights as the franchisor.
Dq Treat franchisees should note that the agreement's term commences on the effective date and continues until the expiration or termination of the master agreement between Punchh and American Dairy Queen Corp. The agreement is governed by the laws of Delaware, and any legal actions will be brought in the federal or state courts of Delaware. This legal framework ensures that both Punchh and the franchisees have a clear understanding of their rights and obligations under the Participation Agreement.