What is the impact of the 'Our Rights' provision in the Alloy Franchise Agreement?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
- D. “System” means the ALLOY System, which consists of specific equipment, fixtures, furnishings, materials and supplies; methods, uniform standards, specifications and procedures for operations; procedures for management; training and assistance; and merchandising, advertising and promotional programs and other proprietary information, all of which we may change, improve and further develop. The System is identified by the Trademarks. The System includes a proprietary software application (the "Alloy App"). The Alloy App will provide a franchisee with tools to manage and communicate with coaches and clients through a personal profile.
Franchise Claims include, but are not limited to, those arising from any death, personal injury or property damage (whether caused wholly or in part through our or our affiliates' active or passive negligence), latent or other defects in any Facility, or your employment practices.
If a Franchise Claim is made against us or our affiliates, we reserve the right in our sole judgment to select our own legal counsel to represent our interests, at your cost.
- C.
No waiver by us of any breach by you, nor any delay or failure by us to enforce any provision of this Agreement, may be deemed to be a waiver of any other or subsequent breach or be deemed an estoppel to enforce our rights with respect to that or any other or subsequent breach.
This Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.
- D.
This Agreement together with all schedules, addenda and appendices to this Agreement constitute the entire agreement between the parties and supersede any and all prior negotiations, understandings, representations and agreements.
Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the Franchise Disclosure Document we furnished to you.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
Based on the 2025 Alloy Franchise Disclosure Document, Alloy retains several rights that impact franchisees. Alloy maintains the right to modify the Alloy System, which includes equipment, operating procedures, management methods, training, advertising programs, and even the Alloy App. This means Alloy can change the tools and methods franchisees use to operate their businesses.
Alloy also has specific rights regarding legal claims. If a claim is made against Alloy or its affiliates due to the franchisee's business operations (including issues like personal injury or property damage), Alloy reserves the right to select its own legal counsel to represent its interests, and the franchisee will bear the cost of this legal representation. This could create a significant financial burden for the franchisee in the event of a lawsuit or claim.
Furthermore, Alloy's failure to enforce any provision of the Franchise Agreement does not constitute a waiver of its rights. This means that even if Alloy overlooks a franchisee's breach of contract, it can still enforce that provision in the future. The Franchise Agreement, along with its schedules and appendices, represents the entire agreement between Alloy and the franchisee, superseding any prior negotiations or understandings. However, the agreement does not disclaim any representations made in the Franchise Disclosure Document itself.