What is APTS's obligation regarding the Alloy Marks registrations?

According to Alloy's 2025 Franchise Disclosure Document, APTS (presumably Alloy Performance Training Systems, an affiliate) has an obligation to maintain the registrations for the Alloy Marks. Specifically, APTS intends to file all necessary affidavits and renew the registrations for the marks as they come due. This is part of a Trademark License Agreement between Alloy and APTS, which is described as a perpetual, non-cancelable license agreement.

This obligation is significant for prospective Alloy franchisees because it ensures that the trademarks associated with the Alloy brand remain legally protected and valid. Without these filings and renewals, the trademarks could lapse, potentially leading to legal challenges or the need to rebrand, which could be costly for franchisees. The perpetual and non-cancelable nature of the license agreement provides some assurance of long-term trademark stability.

In addition to APTS's responsibility, Alloy franchisees also have obligations related to the Alloy marks. Franchisees must promptly notify Alloy of any suspected unauthorized use of the Proprietary Marks, any challenge to the validity of the Proprietary Marks, or any challenge to Alloy's ownership. Franchisees must also sign any documents Alloy requires to protect the marks or to maintain their continued validity and enforceability and may not directly or indirectly contest the validity of Alloy's ownership. Alloy retains the sole right to direct and control any administrative proceeding or litigation involving the Proprietary Marks, including any settlement.

It is important to note that Alloy reserves the right to substitute different Proprietary Marks for use in identifying the System and the businesses operating under the Proprietary Marks, at its sole discretion. Franchisees must implement any changed or substituted Proprietary Mark at their own expense and with no right to object to the change. While APTS is responsible for maintaining existing trademark registrations, Alloy ultimately controls the trademarks and can make changes as it sees fit, which could impact franchisees.