Does the Bang Cookies franchise agreement specify how the Licensed Marks should be used?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
Under the terms of the Franchise Agreement, you will be granted a license to use the "Bang Cookies" trademark and those other marks that we designate. We reserve the right to supplement and modify the marks that you may or may not use in connection with the operations of your Shop. You may only use the Licensed Marks as authorized by us in writing and under the terms of your Franchise Agreement. You may not use the Licensed Marks in the name of any Corporate Entity that you establish.
We will protect your right to use the Licensed Marks and other related rights and to protect you against claims of infringement and unfair competition related to the Licensed Marks, provided that you use the Licensed Marks in accordance with the terms of your Franchise Agreement, as designated by us in the Manuals, and, otherwise, as we instruct you. We will indemnify you against direct damages for trademark infringement in a proceeding arising out of your use of the Licensed Marks, provided your use of the Licensed Marks comply with the terms of your Franchise Agreement, the Manuals, our written instructions and, that you have timely notified us of the claim, have given us sole control of the defense and settlement of the claim, and you are in compliance with your Franchise Agreement and, if applicable, Multi-Unit Development Agreement. If we defend the claim, we have no obligation to indemnify or reimburse you with respect to any fees or disbursements of any attorney that you retain.
If any third party establishes, to our satisfaction and in our discretion that its rights to the Licensed Marks are, for any legal reason, superior to any of our rights or of a nature that we believe, in our discretion, that it is advisable to discontinue and/or modify the Licensed Marks, then we will modify and/or replace the Licensed Marks and you must use the substitutions, replacements and/or variations of and/or to the Licensed Marks and use those trademarks, service marks, logos and trade names required and designated by us. In such event, our sole liability and obligation will be to reimburse you for the direct out-of-pocket costs of complying with this obligation, which you must document to our satisfaction, including, by way of example, alterations in signage and replacement of marketing materials.
Source: Item 13 — TRADEMARKS (FDD pages 38–39)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, the Franchise Agreement grants franchisees a license to use the "Bang Cookies" trademark and other designated marks. However, Bang Cookies retains the right to modify these marks. Franchisees are permitted to use the Licensed Marks only as explicitly authorized in writing by Bang Cookies and under the terms outlined in the Franchise Agreement. Notably, franchisees are prohibited from using the Licensed Marks in the name of any corporate entity they establish. This indicates that the use of the trademarks is strictly controlled and subject to Bang Cookies's approval.
Bang Cookies also states that it will protect the franchisee's right to use the Licensed Marks, provided the franchisee uses them according to the Franchise Agreement and the manuals, and as otherwise instructed by Bang Cookies. Bang Cookies will indemnify franchisees against direct damages from trademark infringement claims arising from their use of the Licensed Marks, provided the franchisee complies with the Franchise Agreement, manuals, and written instructions. The franchisee must also notify Bang Cookies of the claim promptly and give them control of the defense and settlement.
If a third party establishes superior rights to the Licensed Marks, Bang Cookies may modify or replace the marks, and franchisees must use the new marks as designated by Bang Cookies. In such an event, Bang Cookies's sole obligation is to reimburse the franchisee for direct out-of-pocket costs of complying with this change, such as alterations in signage and replacement of marketing materials, which must be documented to Bang Cookies's satisfaction. This highlights the potential for changes to the Licensed Marks and the associated costs that a franchisee might incur, although Bang Cookies provides some financial protection in this scenario.