Is Aplus obligated by the Franchise Agreement to protect any rights a franchisee has to use the copyrights?

According to Aplus's 2024 Franchise Disclosure Document, Aplus is not obligated by the Franchise Agreement, or otherwise, to protect any rights a franchisee has to use the copyrights. However, franchisees must promptly notify Aplus of any suspected unauthorized use or challenges to the validity of the Copyrighted Works. Aplus has the right to direct and control any administrative or legal proceedings involving the Copyrighted Works, including settlements.

Aplus or its affiliates have the right, but not the obligation, to take action against uses by others that may infringe on the Copyrighted Works. Aplus will defend a franchisee against third-party claims arising from the franchisee's use of the Copyrighted Works, provided the franchisee has used them according to the terms of the franchise agreement. If the franchisee's use is not in accordance with the agreement, the franchisee will bear the cost of the defense, including any judgments or settlements.

In any litigation regarding the use of Marks or Copyrighted Works, the franchisee must sign required documents and assist in the defense or prosecution as deemed necessary by Aplus, potentially including becoming a nominal party to legal action. Unless the action results from the franchisee's misuse of the Marks or Copyrighted Works, Aplus will reimburse the franchisee for reasonable out-of-pocket litigation costs incurred while assisting with such acts. This indicates that while Aplus does not proactively protect a franchisee's rights, it will provide a defense if a franchisee is sued for using the copyrights as permitted in the franchise agreement.