What is Embassy Suites acknowledging when signing the Microsoft Participation Agreement?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
This Participation Agreement is entered into by the party signing below ("you" or "Customer Affiliate") for the benefit of the Microsoft affiliate ("Microsoft" and "we") and will be enforceable against you by Microsoft in accordance with its terms. You acknowledge that Microsoft and Hilton Worldwide Inc. ("Customer") have entered into Microsoft Enterprise Enrollment, No. 68436885 (the "agreement"), under which you desire to sublicense certain Microsoft products. As used in this Participation Agreement, the term to "run" a product means to copy, install, use, access, display, run or otherwise interact with it. You acknowledge that your right to run a copy of any version of any product sublicensed under the agreement is governed by the applicable product use rights for the product and version licensed as of the date you first run that copy. Such product use rights will be made available to you by the customer, or by publication at a designated site on the World Wide Web, or by some other means. Microsoft does not transfer any ownership rights in any licensed product and it reserves all rights not expressly granted.
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- Acknowledgment and Agreement. You hereby acknowledge that you have obtained a copy of the product use rights located at http://microsoft.com/licensing/resources/ applicable to the products acquired under the above-referenced agreement; you have read and understood the terms and conditions as they relate to your obligations; and you agree to be bound by such terms and conditions, as well as to the following provisions:
- a. Restrictions on use. You may not:
- (i) Separate the components of a product made up of multiple components by running them on different computers, by upgrading or downgrading them at different times, or by transferring them separately, except as otherwise provided in the product use rights;
- (ii) Rent, lease, lend or host products, except where Microsoft agrees by separate agreement;
- (iii) Reverse engineer, de-compile or disassemble products or fixes, except to the extent expressly permitted by applicable law despite this limitation;
Source: Item 23 — RECEIPTS (FDD pages 97–305)
What This Means (2025 FDD)
According to the 2025 Embassy Suites Franchise Disclosure Document, the Participation Agreement requires the signing party, referred to as "you" or "Customer Affiliate", to acknowledge several key points regarding the use of Microsoft products. Specifically, the agreement is for the benefit of the Microsoft affiliate and will be enforceable against the franchisee by Microsoft. The franchisee acknowledges that Hilton Worldwide Inc. and Microsoft have a Microsoft Enterprise Enrollment (No. 68436885) under which the franchisee desires to sublicense certain Microsoft products.
The agreement defines "run" as copying, installing, using, accessing, displaying, running, or otherwise interacting with the product. The franchisee's right to run any version of a product sublicensed under the agreement is governed by the applicable product use rights for the product and version licensed as of the date the franchisee first runs that copy. These product use rights will be made available by the customer, through a designated website, or by other means. Microsoft retains all ownership rights and reserves all rights not expressly granted.
By signing the agreement, the franchisee acknowledges they have obtained a copy of the product use rights located at http://microsoft.com/licensing/resources, have read and understood the terms and conditions related to their obligations, and agree to be bound by these terms and conditions. The franchisee also agrees to specific restrictions on use, including not separating components of a product across different computers, renting, leasing, lending, or hosting products without a separate agreement from Microsoft, and reverse engineering, decompiling, or disassembling products or fixes, except as expressly permitted by law.
This agreement is important for prospective Embassy Suites franchisees as it outlines the legal framework for using Microsoft products within their franchise operations. It clarifies the scope of permitted use, restrictions, and the franchisee's responsibilities, ensuring compliance with Microsoft's licensing terms and protecting both the franchisee and franchisor from potential legal issues related to software usage.