Does the Embassy Suites software agreement transfer ownership of the software to the customer?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
2.1.4 No legal or equitable title to or ownership of any of the Software or any proprietary rights therein are transferred to Customer under this Agreement other than the limited software license specified herein.
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's 2025 Franchise Disclosure Document, the software agreement does not transfer ownership of the software to the customer. Instead, HSS (Hilton Supply Management Services) grants the customer a license to use the Proprietary Software and sublicenses the Certified Third Party Software, as outlined in the agreement. This license is personal, non-exclusive, and non-transferable, meaning the franchisee can only use the software for their specific Embassy Suites hotel operation.
The agreement explicitly states that "no legal or equitable title to or ownership of any of the Software or any proprietary rights therein are transferred to Customer under this Agreement other than the limited software license specified herein." This means that Embassy Suites franchisees only have the right to use the software, not own it. The software remains the property of HSS, its affiliates, and/or their licensors.
Embassy Suites retains the right to make changes and substitutions to the software at its discretion. Any new or additional software provided to the franchisee is also licensed under the same terms of the agreement. The franchisee is also responsible for keeping the software confidential and preventing unauthorized access. This is a common practice in franchising, as franchisors typically want to maintain control over their proprietary systems and technology.