Under what circumstances will PAR have no liability to a Dq Treat Participating Location for intellectual property infringement claims?
Dq_Treat Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the foregoing, PAR will not have any indemnification obligations hereunder to the extent such infringement is caused by: the modification of the SSS by Participating Location or a third party at Participating Location's request; the use of the SSS in conjunction with equipment or software not provided or approved by PAR; or use of the SSS inconsistent with its intended purpose or which is not in conformance with PAR's reasonable instructions. THE FOREGOING STATES THE ENTIRE LIABILITY OF PAR TO PARTICIPATING LOCATION CONCERNING WARRANTIES OF INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION OF INTELLECTUAL PROPERTY INFRINGEMENT, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT, TRADEMARK, TRADE DRESS AND TRADE SECRETS.
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, PAR will not have indemnification obligations to a Participating Location if the intellectual property infringement claim is caused by specific actions or modifications. These include modifications of the SSS (presumably software or systems) by the Participating Location or a third party at the Participating Location's request. Additionally, using the SSS in conjunction with equipment or software not provided or approved by PAR, or using the SSS inconsistently with its intended purpose or not following PAR's reasonable instructions, will also void PAR's indemnification obligations.
This means that Dq Treat franchisees must adhere strictly to PAR's guidelines and approved configurations when using the provided software and systems. Any deviation from these standards, whether through unauthorized modifications or use with unapproved equipment, could leave the franchisee vulnerable to intellectual property infringement claims without the protection of PAR's indemnification. This highlights the importance of clear communication and adherence to approved procedures to maintain the franchisor's support in case of legal issues.
Furthermore, the FDD explicitly states that the conditions listed define the entire liability of PAR to the Participating Location regarding intellectual property rights warranties and indemnification. This encompasses patents, copyrights, trademarks, trade dress, and trade secrets. Therefore, franchisees should be aware that PAR's liability is strictly limited to the outlined conditions, and any other circumstances may not be covered under the indemnification agreement.