What right does an Apricot Lane franchisee have regarding selling merchandise through an E-Commerce Platform?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
Subject to the terms and conditions of this Subsection L, Franchisee has the right, using the Designated Mark (and other Marks authorized by Franchisor from time to time), to offer and sell through one or more third-party Internet websites or other electronic media authorized by Franchisor from time to time ("E-Commerce Platform") the merchandise to be sold at the Franchised Business in accordance with the terms of this Agreement. The E-Commerce Platform shall be deemed part of the Franchised Business and subject to all of the relevant terms and conditions under this Agreement. Franchisee acknowledges and agrees that e-commerce is rapidly evolving, with constant changes, and that Franchisor has the right from time to time to change the E-Commerce Platform (including substituting providers and using different technology) to maintain the competitiveness of Specialty Stores. Franchisor will give reasonable prior notice to Franchisee of any such changes, which in no event need to be more than 90 days. Franchisee agrees to discontinue use of any E-Commerce Platform that Franchisor no longer authorizes and will only use the then-current authorized E-Commerce Platform, notwithstanding that changes may result in costs and expenses to Franchisee. Franchisee shall execute and perform such agreements ("Provider's Contracts") with the provider of the
E-Commerce Platform ("Provider") as Franchisor requires from time to time (including requirements authorizing independent access to the E-Commerce Platform and Usage Data by Franchisor). Currently, Franchisor has designated "Shopify" as the sole and exclusive E-Commerce Platform, but, as noted above, Franchisor reserves the right to change the E-Commerce Platform in the future.
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to Apricot Lane's 2025 Franchise Disclosure Document, a franchisee has the right to offer and sell merchandise through E-Commerce Platforms authorized by Apricot Lane, using the Designated Mark and other authorized marks. This E-Commerce Platform is considered part of the Franchised Business and is subject to the agreement's terms and conditions. Currently, Shopify is the sole authorized E-Commerce Platform, but Apricot Lane reserves the right to change this in the future, providing reasonable notice, which need not exceed 90 days.
Apricot Lane retains significant control over the E-Commerce Platform. Franchisees must execute agreements with the E-Commerce Platform provider as required by Apricot Lane, including authorizations for independent access to the E-Commerce Platform and Usage Data by Apricot Lane. The franchisor owns all E-Commerce Platform visitor information, referred to as "Usage Data," and has approval rights over all content used within the E-Commerce Platform. Franchisees are responsible for adhering to development, design, marketing, sales, and operations standards set forth in the Confidential Operations Manual.
Several restrictions and obligations are placed on the franchisee. They cannot rent, lease, distribute, or make the E-Commerce Platform available to any third party without Apricot Lane's consent. The E-Commerce Platform is solely to support the Franchised Business, and franchisees cannot copy, distribute, or transfer any portion of it. Apricot Lane is not obligated to maintain the E-Commerce Platform and can remove any content at any time. The franchisee is responsible for backing up their data and uses the E-Commerce Platform at their own risk.
Failure to comply with the E-Commerce Platform guidelines can result in termination of the franchisee's right to use the E-Commerce Platform or even the entire Franchise Agreement. Apricot Lane is not liable for any damages or losses related to the E-Commerce Platform. Franchisees also acknowledge that investing in an E-Commerce Platform involves business risks and that its success depends on their abilities and active promotion.