Under what circumstances is Kidokinetics Franchisor NOT obligated to defend a software infringement claim related to the KIDOLINK Software?

According to Kidokinetics's 2024 Franchise Disclosure Document, Kidokinetics has no obligation to defend a franchisee against a software infringement claim if the franchisee modifies the KIDOLINK Software without authorization. Similarly, Kidokinetics is not obligated to defend a claim if the franchisee combines, operates, or uses the KIDOLINK Software with any product, data, or apparatus not specified or approved by Kidokinetics.

This means a Kidokinetics franchisee bears the risk of any infringement claims arising from unauthorized modifications or unapproved integrations with other systems. It is crucial for franchisees to adhere strictly to Kidokinetics's guidelines and specifications regarding the use and modification of the KIDOLINK Software to ensure they are covered by the franchisor's defense and indemnification obligations.

This provision is designed to protect Kidokinetics's intellectual property and ensure the integrity of its software system. By limiting its liability to only authorized uses of the KIDOLINK Software, Kidokinetics maintains control over its system and reduces the risk of infringement claims arising from third-party modifications or integrations. Franchisees should seek written approval from Kidokinetics for any proposed modifications or integrations to avoid potential liability.