Under what circumstances will the Kidokinetics software license terminate automatically?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
C. TERMINATION
- (a) Term.
Except as otherwise expressly set forth below, the parties intend that the term of the license granted hereby will be coextensive with the term of the Franchise Agreement and all renewals and extensions thereof.
- (b) Automatic Termination.
The license granted hereby will terminate automatically upon the expiration, nonrenewal, or termination of the Franchise Agreement.
- (c) Termination by Franchisor.
Franchisor or its designee may terminate the license to use the KIDOLINK Software, as granted herein, upon notice to Franchisee with immediate effect in the event that (i) Franchisee breaches any of its obligations under this Agreement or under the Franchise Agreement, (ii) the Franchise Agreement is terminated, expires, or is not renewed, or (iii) Franchisor requires Franchisee to cease using the KIDOLINK Software, or any or all portions of it, as specified by Franchisor.
Unless notified to discontinue use, Franchisee agrees to continue to use the KIDOLINK Software and any updated versions of it as long as Franchisor requires it.
- (d) Disabling of the KIDOLINK Software.
Franchisee understands that Franchisor may include a feature in the KIDOLINK Software that will cause the KIDOLINK Software to automatically cease to operate in whole or in part in the event Franchisee materially breaches this Agreement, the Franchise Agreement, or fails in a timely manner to (i) submit to Franchisor the reports required by Franchisor; (ii) pay to Franchisor the required fees under this Agreement; or (iii) pay to Franchisor the Royalty Fee or any other amounts due to Franchisor under the Franchise Agreement.
Franchisor will not be liable to Franchisee for any damages whatsoever that may result directly or indirectly from Franchisor's disabling of the functionality of the KIDOLINK Software pursuant to this Section.
- (e) Disposition of Copies.
Upon termination of the license to use the KIDOLINK Software granted herein Franchisee agrees to promptly return to Franchisor, or otherwise dispose of as Franchisor may instruct, all physical copies of the KIDOLINK Software and its associated documentation in Franchisee's possession or under Franchisee's control and will remove all copies thereof from Franchisee's computers and other electronic storage media.
On Franchisor's request, Franchisee will provide Franchisor with written certification of its compliance with the foregoing.
- (f) No Refunds.
Upon the expiration or termination of the license granted hereby, or if the KIDOLINK Software is disabled as described above, Franchisee will not receive any refund of any payments made to Franchisor.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to the 2024 Kidokinetics Franchise Disclosure Document, the KIDOLINK software license will terminate automatically upon the expiration, nonrenewal, or termination of the Franchise Agreement. This means that the franchisee's right to use the software is directly tied to the status of their franchise agreement. If the franchise agreement ends for any reason, the software license also ends automatically.
Kidokinetics may also include a feature in the KIDOLINK Software that will cause the KIDOLINK Software to automatically cease to operate in whole or in part if the franchisee materially breaches the agreement, fails to submit required reports, or fails to pay required fees, including royalty fees. This provision gives Kidokinetics a direct mechanism to disable the software if a franchisee is not in compliance with the franchise agreement's key obligations.
Upon termination of the KIDOLINK software license, the franchisee must promptly return or dispose of all physical copies of the software and documentation as instructed by Kidokinetics. The franchisee must also remove all copies from their computers and other electronic storage media and provide written certification of compliance upon request. The franchisee will not receive any refund of payments made to Kidokinetics if the software license is terminated or disabled.