What rights does the Amorino Franchise Agreement grant regarding the use of proprietary marks?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
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ITEM 13 TRADEMARKS
Under the Franchise Agreement, we grant you the right to use certain proprietary marks (the "Proprietary Marks") in the operation of your master franchise business and the sale of Amorino Stores in your Territory.
Amorino's affiliate CPG, SAS, a French company ("CPG"), has registered the stylized design mark shown below on the Principal Register of the United States Patent and Trademark Office on August 7, 2012, with the registration number 4185053. All required affidavits have been filed. The registration is not yet due for renewal. CPG intends to renew the registration and file all appropriate affidavits for the mark at the times required by law.
CPG has also registered the word mark "AMORINO" on the Principal Register of the United States Patent and Trademark Office on September 12, 2006, with the registration number 3142393. All required affidavits have been filed. The registration was renewed on December 20, 2014. CPG intends to renew the registration and file all appropriate affidavits for the mark at the times required by law.
There are no currently effective material determinations of the United States Patent and Trademark Office, the Trademark Trial and Appeal Board, or any state trademark administrator or any court, nor are there any pending infringement, opposition or cancellation proceedings, involving the Proprietary Marks that affect the ownership, use or licensing of the Proprietary Marks in any state.
There is no pending material federal or state court litigation regarding Amorino's use or ownership rights in a trademark.
In early 2020, CPG granted us a license to use the above trademarks to own and operate, and to grant sublicenses to franchisees to own and operate in accordance with their franchise agreements, retail stores to sell the goods and services covered by such trademarks. Such license is for a twentyyear term, after which period the parties agree to meet to discuss conditions for renewal.
Other than the limitation on duration of the license set forth in the license agreement, there are no agreements currently in effect that significantly limit our right to use or license the use of the Proprietary Marks in any manner material to the franchise.
Amorino Unit Franchise Disclosure Document –April 24, 2025 Page 50 of 80 You must follow our rules when you use the Proprietary Marks. You are prohibited from using any Proprietary Mark as part of any business entity name or with any prefix, suffix or other
modifying words, terms, designs or symbols (other than logos licensed by us to you). In addition, you may not use any Proprietary Mark in selling any unauthorized service or in any other manner we have not explicitly authorized in writing. You may not, in any way, alter our Proprietary Marks in color, proportions, or by adding, deleting, or modifying the Proprietary Marks in any way.
You must immediately notify us of any infringement of or challenge to your use of any Proprietary Mark. We will have sole discretion to take whatever action we deem appropriate to protect the Proprietary Marks. Under the Franchise Agreement, we have the right to control any litigation or administrative proceeding with respect to the Proprietary Marks. We will indemnify and defend you against claims arising from your authorized use of the Proprietary Marks.
Source: Item 13 — TRADEMARKS (FDD pages 50–52)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the Franchise Agreement grants franchisees the right to use specific proprietary marks when operating their master franchise business and selling Amorino stores within their designated territory. These marks are registered by Amorino's affiliate, CPG, SAS, with the United States Patent and Trademark Office. The stylized design mark was registered on August 7, 2012, and the word mark "AMORINO" was registered on September 12, 2006, and renewed on December 20, 2014.
However, this right to use the Proprietary Marks is subject to several rules and limitations. Franchisees must adhere to Amorino's guidelines when using the marks and are prohibited from using them as part of any business entity name or with unauthorized modifications. They also cannot use the marks to sell unauthorized services or in any manner not explicitly approved by Amorino in writing. Franchisees are required to immediately report any infringement or challenges to the use of the Proprietary Marks, and Amorino retains the sole discretion to take action to protect these marks.
Amorino also has the right to require franchisees to modify or discontinue their use of any Proprietary Mark, and to use substitute Proprietary Marks. The Franchise Agreement does not obligate Amorino to protect a franchisee’s right to use the Proprietary Marks or to protect them against claims of infringement or unfair competition. Franchisees will not receive compensation for tangible costs incurred when changing any Proprietary Mark, and any improvements made to the marks or products become the property of Amorino or CPG. Furthermore, franchisees agree not to contest Amorino's ownership or rights to the Proprietary Marks.
These terms are typical in franchise agreements, as franchisors need to protect their brand identity and ensure consistent use of their trademarks. Prospective Amorino franchisees should carefully consider these restrictions and obligations, as they have significant implications for how they can operate and market their franchise. They should also be aware of the potential costs associated with changes to the Proprietary Marks and the fact that they will not be compensated for these costs.