Under what conditions can Apricot Lane require a franchisee to modify or discontinue the use of any Mark?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
on or other conferences, seminars or training, including the costs of facilities, speakers, group functions, entertainment and similar expenses.
SECTION 7: PROPRIETARY MARKS
A. Ownership of the Marks
FRANCHISEE acknowledges that FRANCHISOR is the owner of the Marks and FRANCHISEE's right to use the Marks is derived solely from this Agreement and is limited to the conduct of the Franchised Business by FRANCHISEE in compliance with this Agreement and all applicable standards, specifications, and operating procedures prescribed by FRANCHISOR from time to time during the term of this Agreement. Any unauthorized use of the Marks by FRANCHISEE is a breach of this Agreement and an infringement of the rights of FRANCHISOR in and to the Marks. FRANCHISEE acknowledges that all use of the Marks by FRANCHISEE and any goodwill established by FRANCHISEE's use of the Marks shall inure to the exclusive benefit of FRANCHISOR and that this Agreement does not confer any goodwill or other interests in the Marks upon FRANCHISEE. FRANCHISEE shall not, at any time during the term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of any of the Marks. All provisions of this Agreement applicable to the Marks apply to any additional trademarks, service marks, and commercial symbols authorized for use by and licensed to FRANCHISEE by FRANCHISOR after the date of this Agreement, all of which shall be considered part of the Marks.
B. Use of Marks
FRANCHISEE shall not use any Mark or portion of any Mark as part of any corporate or legal name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form, nor may FRANCHISEE use any Mark in connection with the sale of any unauthorized product or service or in any other manner not expressly authorized in writing by FRANCHISOR. FRANCHISEE shall give such notices of trademark and service mark registrations as FRANCHISOR specifies and obtain such fictitious or assumed name registrations as may be required under applicable law, and at FRANCHISEE's expense. FRANCHISEE shall not use any of the Marks in any manner that has not been specified or approved in writing by FRANCHISOR.
C. Notice of Claim
FRANCHISEE shall promptly notify FRANCHISOR of any claim, demand, or cause of action based upon or arising from any attempt by any other person, firm or corporation to use the Marks or any colorable imitation thereof. FRANCHISEE shall also notify FRANCHISOR of any action, claim or demand against FRANCHISEE relating to the Marks, within ten (10) days after FRANCHISEE receives notice of said action, claim or demand. Upon receipt of timely notice of an action, claim or demand against FRANCHISEE relating to the Marks, FRANCHISOR shall have the sole right to defend any such action. FRANCHISOR shall have the exclusive right to contest or bring action against any third party regarding the third party's use of any of the Marks and shall exercise such right in its sole discretion. In any defense or prosecution of any litigation relating to the Marks or components of the System undertaken by FRANCHISOR, FRANCHISEE shall cooperate with FRANCHISOR and execute any and all documents and take all actions as may be desirable or necessary in the opinion of FRANCHISOR's counsel, to carry out such defense or prosecution. Both parties will make every effort consistent with the foregoing to protect, maintain, and promote the Marks and their distinguishing characteristics (and the other service marks, trademarks, slogans, etc., associated with the System)
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to Apricot Lane's 2025 Franchise Disclosure Document, the franchisee's right to use Apricot Lane's marks is derived solely from the franchise agreement. This right is specifically limited to conducting the franchised business in compliance with the agreement and all standards and operating procedures that Apricot Lane prescribes. Any unauthorized use of the marks constitutes a breach of the agreement and an infringement of Apricot Lane's rights. The franchisee cannot use any mark as part of a corporate or legal name, or with modifications, without express written authorization from Apricot Lane.
Apricot Lane retains the right to change the E-Commerce Platform, including substituting providers and using different technology, to maintain the competitiveness of Specialty Stores. Apricot Lane will provide reasonable prior notice, which need not be more than 90 days, to the franchisee of any such changes. The franchisee must discontinue using any E-Commerce Platform that Apricot Lane no longer authorizes and use the then-current authorized E-Commerce Platform, even if changes result in costs and expenses to the franchisee.
In the context of e-commerce, Apricot Lane franchisees have the right to offer and sell merchandise through authorized third-party Internet websites or other electronic media, using the Designated Mark and other authorized Marks. However, e-commerce is rapidly evolving, and Apricot Lane has the right to change the E-Commerce Platform to maintain competitiveness, requiring franchisees to adapt to these changes, potentially at their own cost. This includes discontinuing the use of any E-Commerce Platform that Apricot Lane no longer authorizes and using the current authorized platform.