What is my obligation if there is a challenge to the validity of the Alloy Proprietary Marks?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
ement. APTS intends to file all affidavits and to renew its registrations for the Marks when they become due.
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.
There are no infringing uses actually known to us that could materially affect your use of the Proprietary Marks in any state.
Source: Item 13 — TRADEMARKS (FDD pages 46–48)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, if there is a challenge to the validity of the Alloy Proprietary Marks, franchisees must promptly notify Alloy. Alloy has the sole right to direct and control any administrative proceeding or litigation involving the Proprietary Marks, including any settlement. Alloy has the right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks.
Alloy may defend a franchisee against any third-party claim, suit, or demand arising out of the franchisee's use of the Proprietary Marks. If Alloy determines that the franchisee has used the Proprietary Marks in accordance with the Franchise Agreement, Alloy 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 Proprietary Marks 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 a franchisee's use of the Proprietary Marks, the franchisee must sign any and all documents and do the acts as may, in Alloy's 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 the franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of the Franchise Agreement, Alloy will reimburse the franchisee for their out-of-pocket costs in doing these acts. Franchisees may not directly or indirectly contest the validity of Alloy's ownership of or its rights in and to the Marks.