Who owns the software licensed to the Embassy Suites customer?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
- 2.1.5 Customer acknowledges and agrees that the Software is owned by HSS, HSS' Affiliates and/or their respective licensors and that everything in the Software, including all intellectual property, is proprietary to HSS, HSS's Affiliates and/or their licensors, respectively.
Customer also acknowledges and agrees that HSS may, at its discretion, make changes in, and substitutions of, the Software.
Any new or additional Software made available to Customer by HSS is licensed to Customer under the terms of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 97–305)
What This Means (2025 FDD)
According to Embassy Suites' 2025 Franchise Disclosure Document, the ownership of the software licensed to the customer depends on whether it is Proprietary Software or Certified Third Party Software. The document states that HSS (presumably Hilton Software Services) licenses the Proprietary Software to the customer, while Certified Third Party Software may be licensed directly from third-party providers under separate agreements.
Specifically, the FDD indicates that HSS, its affiliates, and/or their licensors own the Proprietary Software. The customer receives a limited, non-exclusive, and non-transferable license to use the software for operating the hotel. The customer does not acquire any legal or equitable title to the software itself.
For Certified Third Party Software, the ownership remains with the respective third-party licensors. The Embassy Suites franchisee must adhere to the specific license terms set by these third parties, potentially including executing separate license agreements with them. This distinction is important for Embassy Suites franchisees to understand, as it affects their rights and responsibilities regarding software usage, modifications, and support.