What happens if a person or entity challenges Alloy's ownership of the Trademarks?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
use is under a license we have issued to you. All your internal and external signs must comply at all times with our outdoor/indoor guidelines and practices, as they are modified from time to time.
- D. Litigation. In the event any person or entity improperly uses or infringes the Trademarks or challenges your use or our use or ownership of the Trademarks, you must promptly notify us of any such use or infringement of which you are aware or any challenge or claim arising out of your use of any Trademark. We or our Affiliate have the sole right to direct and control any administrative proceeding or litigation involving the Trademarks, including any settlement. We or our Affiliate have the right, but not the obligation, to take action against uses by others that may constitute infringement of the Trademarks. We or our Affiliate may defend you against any thirdparty claim, suit or demand arising out of your use of the Trademarks. If we or our Affiliate determine that you have used the Trademarks in accordance with this Agreement, the cost of the defense, including the cost of any judgment or settlement, will be borne by us or our Affiliate. If we or our Affiliate determine that you have not used the Trademarks in accordance with this Agreement, the cost of the defense, including the cost of any judgment or settlement, will be yours. In the event of any litigation relating to your use of the Trademarks, you must sign any and all documents and do the acts as may, in our opinion, be necessary to carry out the defense or prosecution, including becoming a nominal party to any legal action, and we or our Affiliate will reimburse you for your out-of-pocket costs in doing these acts except if this litigation is the result of your use of the Trademarks in a manner inconsistent with the terms of this Agreement.
- E. Changes. You may not make any changes or substitutions to the Trademarks unless we direct in writing. We reserve the right to change or modify the Trademarks, including the ALLOY Trademark, at any time. For example, we may require you to cease all use of the ALLOY Trademark at any time and require you to use a different Trademark as we may designate in connection with the operation and identification of your Facility. There are no limitations on our right to change or modify the Trademarks and we may change or modify the Trademarks for any reason including, but not limited to, any challenge to our ownership of the Trademarks, a change in market conditions, or any claimed or actual infringement of our Trademarks. We will provide you with written notice of any changes or modifications to the Trademarks. Upon receipt of our written notice you will have a reasonable amount of time, not to exceed three (3) months, to change or modify your use of the Trademarks consistent with the terms contained in the written notice. By way of example only, if we require you to change or modify the Trademarks, you may be required to do any of the following: (i) change all signage (interior and exterior) used in connection with the operation or identification of your Facility, (ii) cease all use of any products, serving and/or convenience items containing the Trademarks, (iii) cease all use of any advertising or marketing materials containing the former Trademarks, and (iv) change your letterhead, business cards and any other items containing the former Trademarks. All changes or modifications to the Trademarks will be at your sole expense.
- F.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, if any person or entity improperly uses or infringes the Trademarks or challenges Alloy's use or ownership of the Trademarks, the franchisee must promptly notify Alloy of any such use, infringement, challenge, or claim. Alloy or its affiliate has the sole right to direct and control any administrative proceeding or litigation involving the Trademarks, including any settlement. Alloy also has the right, but not the obligation, to take action against uses by others that may constitute infringement of the Trademarks and may defend the franchisee against any third-party claim, suit, or demand arising out of the franchisee's use of the Trademarks.
If Alloy determines that the franchisee has used the Trademarks in accordance with the Franchise Agreement, Alloy or its affiliate will bear the cost of the defense, including the cost of any judgment or settlement. However, if Alloy determines that the franchisee has not used the Trademarks in accordance with the Franchise Agreement, the franchisee will bear the cost of the defense, including the cost of any judgment or settlement.
In the event of any litigation relating to the franchisee's use of the Trademarks, the franchisee must sign all necessary documents and perform all necessary acts to carry out the defense or prosecution, including becoming a nominal party to any legal action. Alloy or its affiliate will reimburse the franchisee for their out-of-pocket costs in doing these acts, except if the litigation results from the franchisee's use of the Trademarks in a manner inconsistent with the terms of the Franchise Agreement.
Alloy also reserves the right to change or modify the Trademarks, including the ALLOY Trademark, at any time, for any reason, including any challenge to their ownership of the Trademarks, a change in market conditions, or any claimed or actual infringement of their Trademarks. Alloy will provide the franchisee with written notice of any changes or modifications to the Trademarks, and the franchisee will have a reasonable amount of time, not to exceed three months, to change or modify their use of the Trademarks consistent with the terms contained in the written notice. All changes or modifications to the Trademarks will be at the franchisee's sole expense.