What must I do if I suspect unauthorized use of the Alloy Proprietary Marks?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
You must promptly notify us of any suspected unauthorized use of the Proprietary Marks, any challenge to the validity of the Proprietary Marks, or any challenge to our ownership of, our right to use and to franchise others to use, or your right to use, the Proprietary Marks. We have the sole right to direct and control any administrative proceeding or litigation involving the Proprietary Marks, including any settlement. We have the right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks. We may defend you against any third-party claim, suit or demand arising out of your use of the Proprietary Marks. If we, in our sole discretion, determine that you have used the Proprietary Marks in accordance with your Franchise Agreement, the cost of the defense, including the cost of any judgment or settlement, will be borne by us. If we determine that you have not used the Proprietary Marks in accordance with your Franchise 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 Proprietary Marks, 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. Except if this litigation is the result of your use of the Proprietary Marks in a manner inconsistent with the terms of your Franchise Agreement, we will reimburse you for your out-ofpocket costs in doing these acts.
Source: Item 13 — TRADEMARKS (FDD pages 46–48)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, if a franchisee suspects any unauthorized use of Alloy's proprietary marks, they must promptly notify Alloy. This includes any challenge to the validity of the proprietary marks, or any challenge to Alloy's ownership. Alloy retains the sole right to direct and control any administrative or legal proceedings related to the proprietary marks, including settlements.
Alloy has the right, but not the obligation, to take action against uses by others that may infringe upon their proprietary marks. Alloy may also defend a franchisee against third-party claims arising from the franchisee's use of the proprietary marks. If Alloy determines that the franchisee has used the proprietary marks according to the franchise agreement, Alloy will bear the cost of the defense, including any judgment or settlement costs. However, if Alloy determines that the franchisee's use was not in accordance with the franchise agreement, the franchisee will be responsible for these costs.
In the event of litigation related to a franchisee's use of Alloy's proprietary marks, the franchisee must sign all necessary documents and perform all actions that Alloy deems necessary for the defense or prosecution of the case, potentially including becoming a nominal party to legal action. Alloy will reimburse the franchisee for out-of-pocket costs associated with these actions, unless the litigation results from the franchisee's use of the proprietary marks in a manner inconsistent with the franchise agreement. This is a fairly standard clause in franchise agreements, as franchisors need to protect their trademarks but also need the cooperation of franchisees in doing so.