What are the limitations to Olo's IP Infringement Obligation regarding Hardees' use of licensed applications or services?

According to Hardees's 2025 Franchise Disclosure Document, Olo's responsibility to protect Hardees from intellectual property (IP) infringement claims has specific limitations. These limitations outline situations where Olo is not obligated to cover claims against Hardees related to the Licensed Applications and Services provided under their agreement.

Olo's IP Infringement Obligation does not apply if Hardees uses the Licensed Applications or Services in a way that violates the agreement between Hardees and Olo. Additionally, Olo is not responsible for claims arising from Hardees' technology, data, or other materials infringing or misusing a third party's trade secret, U.S. patent, trademark, or copyright. Finally, Olo is not liable if the claim results from combining, operating, or using the Service(s) with any product, service, or material not provided by Olo or on Olo's behalf.

In practical terms, this means Hardees must adhere strictly to the terms of its agreement with Olo when using the Licensed Applications and Services. Hardees must also ensure that any materials it provides or uses with the services do not infringe on the intellectual property rights of others. Furthermore, Hardees should avoid integrating the Olo services with any non-Olo provided products or services without Olo's explicit consent, as doing so could void Olo's indemnification obligations. This is a standard practice in franchise agreements to ensure that the franchisor is only responsible for issues directly related to their provided systems and services.