For Embassy Suites, can the customer transfer the software license to another party?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
- 2.1.2 The Proprietary Software and Certified Third Party Software for which there is no separate license agreement are licensed or sublicensed to Customer under this Agreement on the following terms and conditions:
- a) The license is personal, non-exclusive and non-transferable.
- b) The Software may be used by Customer solely on the Authorized Equipment and solely for the operation of the Hotel.
- c) Except for a single copy of Certified Third Party Software which may be maintained by Customer for archival back-up purposes, Customer will not reproduce or reuse, in whole or in part, any Software, documentation or materials comprising any portion of the Information System in any manner (whether directly or in creating a new use or otherwise) without the prior written consent of HSS. Customer will not cause or permit any reverse engineering, disassembly or de-compilation of any of the Software or any review of Software data structures.
- d) Customer will accept all patches, bug fixes, updates, version upgrades, maintenance and service packs (collectively, "Patches") from HSS or the relevant Preferred Provider that are deemed necessary by HSS for the proper function and security of the Software. HSS is not responsible for performance or security issues that result from Customer's failure to accept the application of Patches.
- e) Customer recognizes the confidential and proprietary nature of the Software and agrees to maintain the Software in confidence in accordance with Article 6 (Confidentiality). Customer will not permit the Software and related documentation to be used or accessed by anyone other than Customer's employees or contractors pursuant to Section 2.1.2 (b) who are bound by obligations of confidentiality no less stringent than those set forth herein.
Source: Item 23 — RECEIPTS (FDD pages 97–305)
What This Means (2025 FDD)
According to the 2025 Embassy Suites Franchise Disclosure Document, the software license granted to the franchisee is personal, non-exclusive, and non-transferable. This means the franchisee cannot transfer the software license to another party. The software can only be used on authorized equipment and solely for the operation of the hotel.
Embassy Suites franchisees are prohibited from reproducing, reusing, reverse engineering, disassembling, or decompiling any of the software, documentation, or materials comprising any portion of the Information System without prior written consent from HSS. Franchisees must accept all patches, bug fixes, updates, version upgrades, maintenance, and service packs deemed necessary by HSS for the proper function and security of the software. Failure to accept these updates may result in performance or security issues for which HSS is not responsible.
The franchisee acknowledges the confidential and proprietary nature of the software and agrees to maintain its confidentiality. Access to the software and related documentation is restricted to the franchisee's employees or contractors who are bound by confidentiality obligations. This ensures that the software remains protected and is not used or accessed by unauthorized individuals or entities.
These terms are typical in franchise agreements to protect the franchisor's intellectual property and maintain control over the software used within the franchise system. Prospective Embassy Suites franchisees should carefully review these restrictions and understand their obligations regarding the use and protection of the licensed software.