Is Basecamp Fitness required to defend a franchisee against a claim based on their use of the marks?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
We will protect and maintain all rights to use our Marks against encroachment, misuse or unauthorized use and against all challenges to any rights of its use, as we deem appropriate. You must notify us immediately when you learn about an infringement of or challenge to your use of our Marks. We may take the action necessary, in our sole discretion, to prevent the unauthorized use of our Marks, including bringing actions against third parties regarding the use of any of our Marks, but the Franchise Agreement does not require us to take any specific affirmative action. We will control any administrative proceedings or litigation involving our Marks. You must cooperate with us and take all actions as may be desirable in the opinion of our counsel to carry out the defense or prosecution. While we are not required to defend you against a claim based on your use of our Marks, we will either do so, or we will reimburse you for your liability as long as you properly use our Marks, including against claims of infringement or unfair competition arising out of your use of the Marks.
We may change our Marks and require you to adopt new Marks as if they were part of the Franchise Agreement at the time of its execution. You must comply with these changes immediately at your expense after we notify you that we have discontinued, modified or changed one or more of our Marks. We will have no liability or obligation because of the discontinuation, modification or change. You must not directly or indirectly contest the validity of our ownership of the Marks or our right to use or license our Marks, trade secrets, confidential information or business techniques that are part of our business. You must use the designations of ®, ™, and SM in advertising and promotions using our Marks.
Source: Item 13 — TRADEMARKS (FDD pages 48–50)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, Basecamp Fitness is not required to defend a franchisee against claims based on the franchisee's use of the company's marks. However, Basecamp Fitness states that it will either defend the franchisee or reimburse them for their liability, provided the franchisee has properly used the marks. This protection extends to claims of infringement or unfair competition arising from the franchisee's authorized use of the marks.
This means that while Basecamp Fitness does not have a contractual obligation to defend a franchisee in trademark disputes, they offer a conditional assurance of support. This support is contingent on the franchisee's adherence to proper usage guidelines for the Basecamp Fitness marks. It is important for prospective franchisees to understand the specific guidelines and standards for using the trademarks to ensure they remain eligible for defense or reimbursement in case of a claim.
It is also important to note that Basecamp Fitness maintains the right to modify its marks and require franchisees to adopt new marks. Franchisees are responsible for complying with these changes at their own expense. Basecamp Fitness assumes no liability for any costs incurred due to these changes. This highlights the importance of franchisees staying informed about any updates to the brand's trademarks and being prepared to adapt their marketing and branding materials accordingly.