Are there situations where an Even Hotels franchisee has a right to claim damages or payment from Microsoft?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
- e) Limitation of liability. There may be situations in which you have a right to claim damages or payment from Microsoft.
Except as otherwise specifically provided in this paragraph, whatever the legal basis for your claim, Microsoft's liability will be limited, to the maximum extent permitted by applicable law, to direct damages up to the amount you have paid for the product giving rise to the claim.
In the case of Microsoft's responsibilities with respect to third party patent or copyright infringement claims, Microsoft's obligation to defend such claims will not be subject to the preceding limitation, but Microsoft's liability to pay damages awarded in any final adjudication (or settlement to which it consents) will be.
In the case of free product, or code you are authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's total liability to you will not exceed US$5000, or its equivalent in local currency.
MICROSOFT WILL NOT BE LIABLE FOR ANY PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO YOU BY MICROSOFT UNLESS SUCH THIRD PARTY PRODUCTS ARE PROVIDED UNDER WRITTEN AGREEMENT BETWEEN YOU AND MICROSOFT, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN SUCH AGREEMENT.
- g) Application. The limitations on and exclusions of liability for damages set forth herein apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory.
Microsoft has the right to verify compliance with these terms and any applicable product use rights, at its expense, during the term of the enrollment and for a period of one year thereafter.
If material unlicensed use is found (license shortage of 5% or more), you must reimburse Microsoft for the costs it has incurred in verification and acquire the necessary additional licenses as single retail licenses within 30 days.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels's 2025 Franchise Disclosure Document, there are circumstances in which a franchisee may have the right to claim damages or payment from Microsoft. However, Microsoft's liability is generally limited to the amount the franchisee paid for the product that led to the claim.
For free products or code that the Even Hotels franchisee is authorized to redistribute without separate payment to Microsoft, Microsoft's total liability is capped at US$5,000 or its equivalent in local currency. This limitation does not apply to Microsoft's obligation to defend against third-party patent or copyright infringement claims. In such cases, while Microsoft's obligation to defend the claims is not limited, its liability to pay damages awarded in a final judgment (or settlement) will be.
The FDD also states that Microsoft is not liable for products provided by third-party vendors, developers, or consultants identified or referred to the franchisee by Microsoft, unless those products are provided under a written agreement between the franchisee and Microsoft. In that case, liability is limited to what is expressly provided in the agreement. These limitations and exclusions of liability apply regardless of whether the liability is based on breach of contract, tort, strict liability, breach of warranties, or any other legal theory.
Microsoft retains the right to verify the Even Hotels franchisee's compliance with the terms and product use rights, at Microsoft's expense. This verification can occur during the term of the enrollment and for one year afterward, with at least 15 days' notice. If unlicensed product use is discovered, especially if it's material (a license shortage of 5% or more), the franchisee must cover the costs of the verification and acquire the necessary licenses within 30 days.