Does Aira Fitness have any liability if a franchisee has to modify or discontinue the use of any mark?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
Your use of the Marks and any goodwill is to our and our affiliate's exclusive benefit and you retain no rights in the Marks. You are not permitted to make any changes or substitutions of any kind in or to the use of the Marks unless we direct in writing. We may change the System presently identified by the Marks including the adoption of new Marks, new program offerings, new equipment or new techniques and you must adopt the changes in the System, as if they were part of the Franchise Agreement at the time of its execution. You must comply, at your cost, within a reasonable time if we notify you to discontinue or modify your use of any Mark. We will have no liability or obligation as to your modification or discontinuance of any Mark.
Source: Item 13 — **TRADEMARKS (FDD pages 45–46)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, Aira Fitness will not be liable if a franchisee is required to modify or discontinue the use of any mark. The franchisee must comply, at their own cost, within a reasonable time if Aira Fitness notifies them to discontinue or modify their use of any mark.
This means that if Aira Fitness determines that a franchisee must stop using or change a trademark, the franchisee is responsible for all associated expenses. This could occur for various reasons, such as a trademark infringement claim by another company. The FDD also states that Aira Fitness does not have to take affirmative action if notified of a claim, participate in the franchisee's defense, or indemnify the franchisee for expenses or damages if they are party to an administrative or judicial proceeding based on their use of the marks, even if the proceeding is resolved unfavorably to the franchisee.
This arrangement places the financial burden of trademark-related issues squarely on the franchisee. It is a fairly common practice in franchising for the franchisee to bear the costs of legal compliance and changes to conform with legal requirements. However, prospective franchisees should carefully consider this potential expense and ensure they have sufficient capital to cover such costs if they arise. They may also want to discuss with Aira Fitness what protections or support, if any, the company might offer in such situations, even if not legally obligated.