Who benefits from the Microsoft Participation Agreement signed by Embassy Suites By Hilton?
Embassy_Suites_By_Hilton 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.
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to Embassy Suites By Hilton's 2025 Franchise Disclosure Document, the Microsoft Participation Agreement is established for the benefit of the Microsoft affiliate, referred to as "Microsoft" or "we." This agreement is enforceable by Microsoft against the "Customer Affiliate," which is the party signing the agreement. The document clarifies that Hilton Worldwide Inc. ("Customer") and Microsoft have a pre-existing Microsoft Enterprise Enrollment agreement (No. 68436885), which allows the Customer Affiliate to sublicense specific Microsoft products.
This agreement outlines the rights and restrictions concerning the use of Microsoft products. The Customer Affiliate's right to use any version of a product sublicensed under the agreement is subject to the product use rights applicable at the time the copy is first run. These product use rights are to be provided by the customer or made available online. Microsoft retains all ownership rights and reserves any rights not explicitly granted within the agreement.
For a prospective Embassy Suites By Hilton franchisee, this means that while they gain the right to use certain Microsoft products through a sublicense, they must adhere to the specific terms and conditions set by Microsoft. The franchisee does not gain ownership of the software and must ensure compliance with the product use rights to avoid any legal issues. It is important for the franchisee to obtain and understand these product use rights to fully grasp their obligations and limitations under the agreement.