What actions by a Hardees customer's Third Party Provider could trigger the customer's obligation to defend, indemnify, and hold harmless Olo?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
- 7.2. Additionally, Customer shall defend, indemnify and hold harmless Olo and and its officers, directors and employees (each, an
- "Indemnified Party") from all third-party claims and liabilities (including reasonable outside attorney'sfees) arising out of or relating to (i) any action against Olo arising out of any Customer Third Party Provider's disclosure or misuse of Customer Data or related to Olo's release of such Customer Data, including PII, if the release of such information was requested in writing by Customer; (ii) Customer's failure to properly collect and remit taxes or other government payments or fees associated with its usage of the Services, which shall be the sole responsibility of the Customer and, if applicable, the Authorized Operators; and (iii) the transfer of Customer Data by any means not recommended or deemed reasonably secure by Olo.
Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
According to Hardees's 2025 Franchise Disclosure Document, a Hardees customer's obligation to defend, indemnify, and hold harmless Olo can be triggered by specific actions of the customer's Third Party Providers. Specifically, the customer is responsible for defending, indemnifying, and holding Olo harmless from third-party claims and liabilities arising from any Customer Third Party Provider's disclosure or misuse of Customer Data or related to Olo's release of such Customer Data, including Personally Identifiable Information (PII), if the release was requested in writing by the customer. This means that if a Third Party Provider mishandles customer data, leading to a claim against Olo, the Hardees franchisee would be responsible for covering Olo's legal costs and any resulting liabilities.
Furthermore, the Hardees franchisee is also responsible if they fail to properly collect and remit taxes or other government payments or fees associated with their usage of Olo's services, and this responsibility extends to Authorized Operators. Additionally, the franchisee is liable for the transfer of Customer Data by any means not recommended or deemed reasonably secure by Olo. This highlights the importance of adhering to Olo's recommended security protocols when handling and transferring customer data.
These indemnification obligations underscore the importance of carefully selecting and managing Third Party Providers and ensuring they adhere to data protection and security standards. Hardees franchisees should ensure their agreements with Third Party Providers clearly outline data handling responsibilities and liabilities. It is also crucial to follow Olo's guidelines for data security and tax compliance to avoid potential liabilities. This section of the FDD serves as a reminder of the shared responsibility between the franchisee and Olo in protecting customer data and maintaining regulatory compliance.