Are there any pending legal proceedings involving the Alloy Proprietary Marks?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
There are no currently effective determinations of the USPTO, Trademark Trial and Appeal Board, the Trademark Administrator of this state or any court, nor is there any pending infringement, opposition, or cancellation proceeding, nor any pending material litigation involving the Proprietary Marks which may be relevant to their use in any state.
There are no agreements currently in effect which limit our right to use or to franchise others to use the Proprietary Marks, except for (a) a Trademark Coexistence Agreement between APTS and POSAB, LLC, and (b) a Trademark License Agreement between us and APTS dated August 1, 2019.
The Trademark Coexistence Agreement between APTS and POSAB, LLC ("Trademark Coexistence Agreement") relates to certain Alloy trademarks that POSAB, LLC owns for certain
women's clothing and accessories. Given the two brand's different channels of trade and different targeted customers, the Trademark Coexistence Agreement provides that (i) POSAB, LLC's women's clothing and accessories can be offered and sold through online, catalogs and other channels of trade, but it will not market and sell its products at any athletic or fitness gyms, and (ii) APTS agreed that men's, women's and unisex athletic apparel with APTS Alloy mark can be used in our Facilities but not outside of the Facilities.
The Trademark License Agreement between us and APTS is a perpetual, non-cancelable license agreement. 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.
Source: Item 13 — TRADEMARKS (FDD pages 46–48)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, there are no currently effective determinations by the USPTO, Trademark Trial and Appeal Board, or any court, nor are there any pending infringement, opposition, or cancellation proceedings, or any pending material litigation involving the Proprietary Marks that may be relevant to their use in any state. This indicates that as of the FDD's publication, Alloy is not involved in any legal disputes concerning its trademarks that could impact a franchisee's use of those marks. However, Alloy does mention that they do not have a federal registration for three trademarks, which means those trademarks do not have as many legal benefits and rights as a federally registered trademark.
The FDD also mentions two agreements that limit Alloy's right to use or franchise others to use the Proprietary Marks. The first is a Trademark Coexistence Agreement between APTS and POSAB, LLC, which relates to certain Alloy trademarks that POSAB, LLC owns for certain women's clothing and accessories. The agreement specifies that POSAB, LLC can sell its products online and through catalogs but not in athletic or fitness gyms, while APTS can use its Alloy mark on athletic apparel within its facilities but not outside of them. The second agreement is a Trademark License Agreement between Alloy and APTS, which is perpetual and non-cancelable.
Alloy also states that franchisees must promptly notify them of any suspected unauthorized use of the Proprietary Marks or any challenges to their validity or ownership. Alloy retains the sole right to control any legal proceedings involving the Proprietary Marks, including settlements, and has the right, but not the obligation, to take action against infringements. Alloy may defend a franchisee against third-party claims arising from the use of the Proprietary Marks, with the cost of defense borne by Alloy if the franchisee has used the marks in accordance with the Franchise Agreement. Franchisees are required to sign documents and perform acts necessary for the defense or prosecution of any litigation related to their use of the Proprietary Marks, and Alloy will reimburse out-of-pocket costs unless the litigation results from the franchisee's inconsistent use of the marks.