What constitutes 'Third-Party Technology' within the context of the Itan Franchise Agreement?

According to Itan's 2025 Franchise Disclosure Document, 'Third-Party Technology' refers to any Technology Systems, or components of those systems, that are owned by entities not affiliated with Itan. This definition is important for prospective franchisees because Itan specifies that it bears no liability for any issues arising from the use of such Third-Party Technology.

This means that if an Itan franchisee experiences losses, damages, or expenses due to the malfunction of Third-Party Technology, their recourse is solely against the owner or licensor of that technology, not against Itan itself. This allocation of risk is a significant consideration for franchisees, as they must understand that they are responsible for ensuring the reliability and functionality of technology systems not directly controlled or supported by Itan.

Furthermore, Itan may enter into master agreements with licensors of Third-Party Technology and charge franchisees for the amounts Itan pays to those licensors based on the franchisee's use of the technology. The technology fee paid by the franchisee includes amounts for proprietary items and amounts Itan collects and remits to suppliers of Third-Party Technology. However, the technology fee does not include amounts franchisees pay directly to third-party suppliers. This arrangement means that franchisees need to be aware of the different payment channels for technology-related expenses, some going through Itan and others paid directly to third-party suppliers.