Is Aira Fitness required to take affirmative action if notified of a claim of infringement?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
If there is any infringement of, or challenge to, your use of the Marks, you must immediately notify us, and we will take action that we deem appropriate. We have the right to control all administrative proceedings and litigation involving the Marks. The Franchise Agreement does not require us to take affirmative action if notified of the claim. The Franchise Agreement also does not require us to participate in your defense or to indemnify you for expenses or damages if you are a party to an administrative or judicial proceeding based on your use of the Marks, or if the proceeding is resolved unfavorably to you. If we determine that a trademark infringement action requires changes or substitutions to the Marks, you must make the changes or substitutions at your own expense.
Source: Item 13 — **TRADEMARKS (FDD pages 45–46)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, Aira Fitness is not required to take affirmative action if notified of a claim of infringement regarding the use of its trademarks. However, if a franchisee faces any infringement or challenges related to the use of Aira Fitness's marks, the franchisee must immediately notify Aira Fitness. Aira Fitness retains the right to decide what action it deems appropriate in response to such notifications and has the right to control all administrative and legal proceedings related to the trademarks.
Furthermore, the Franchise Agreement does not obligate Aira Fitness to participate in the franchisee's defense or to cover expenses or damages if the franchisee is involved in legal proceedings due to the use of Aira Fitness's marks, even if the outcome of the proceeding is unfavorable to the franchisee. This means that franchisees could bear the full financial burden of defending themselves in infringement cases.
If Aira Fitness determines that changes or substitutions to the trademarks are necessary due to an infringement action, the franchisee is responsible for implementing these changes at their own expense. This could involve costs related to rebranding or modifying marketing materials to comply with the new trademark guidelines. This highlights a potential financial risk for franchisees, as they may need to invest additional funds to adapt to changes mandated by Aira Fitness in response to trademark issues.
Given these conditions, prospective Aira Fitness franchisees should carefully consider the potential costs and risks associated with trademark infringement claims. It would be prudent to discuss with Aira Fitness what specific support or resources, if any, they might offer in the event of such a claim, even though they are not contractually obligated to do so.