What is the scope of the 'Marks' that are licensed to a Basecamp Fitness franchisee?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
rotected Territory, and you specifically grant to us and to the owner of that studio the right to contact the members and any other customers of your Basecamp Studio, notify them that you have chosen not to renew your relationship with us, and solicit those members and customers to patronize a new Basecamp Fitness studio in the Protected Territory.
3. MARKS AND COPYRIGHTS
- A. Identity of Your Studio. Your Basecamp Studio will be identified by the Marks we prescribe from time to time.
- B. Ownership of Marks and System Improvements. You agree that we own the Marks and the System. You also agree that any and all improvements and derivations by you relating to the Marks and System are our sole property and you hereby assign to us the same, together with the goodwill associated with the same. We will have the exclusive right to register and protect all such improvements and derivations of the Marks and the System.
- C. Use. Your right to use and identify with the Marks and System applies only to the Franchised Location, and exists concurrently with the term of this Agreement and only so long as you are in complete compliance with our quality standards. You will have the right to use the Marks and System only in the manner prescribed, directed and approved by us in writing and in accordance with all applicable laws and regulations pertaining to advertising and marketing, including, without limitation, federal and state laws pertaining to telemarketing (including the Telephone Consumer Protection Act), false advertising, unfair competition and unfair practices. You will not have or acquire any rights in any of the Marks or System other than the right of use as governed by this Agreement. You may not authorize others to use or reproduce our Marks without our prior written consent. Your use of the Marks and any resulting goodwill will be to our exclusive benefit. If, in our judgment, your conduct infringes upon or demeans the goodwill, standards of uniformity or quality, or business standing associated with the Marks or the System, you will immediately, upon written notice from us, modify your use of the Marks and the System in the
manner prescribed by us in writing. You will not during or after the term of this Agreement do anything directly or indirectly which would disparage, infringe upon, harm, or contest our rights in, the Marks or System.
- D. Promotion. You will operate your Basecamp Studio so that it is clearly identified and advertised as a Basecamp Fitness studio. The style, form and use of the words "Basecamp Fitness" in any advertising, written materials, products or supplies, including but not limited to any Technology Platform (defined below), must, however, have our prior written approval and comply with our specifications as we may prescribe in writing and as set forth in the Manual, or otherwise. You will use the Marks that now or hereafter may form a part of the System, on all signs, paper supplies, business cards, uniforms, advertising materials, Technology Platforms, and other items in the identical combination and manner as we may prescribe in writing and you will supply to us samples or photographs of the same upon our request. You will comply with all trademark, trade name, service mark and copyright notice marking requirements and you will supply to us samples or photographs of the same upon our request. You will not use the words "Basecamp" or "Basecamp Fitness" in your corporate, partnership, limited liability company or other entity name. You may not market or advertise in violation of federal laws regulating advertising, such as the CAN-SPAM Act and the TCPA, and state advertising laws applicable to your Basecamp Studio.
- E. Substitutions of, or Adverse Claims to, Marks. We have the right to protect and maintain all rights to the Marks against encroachment, misuse or unauthorized use and against all challenges to any rights of its use, as we deem appropriate. If it becomes advisable at any time, in our sole discretion, to modify or discontinue use of any Mark, or to discontinue using any Mark, or if there is an adjudication by a court of competent jurisdiction that any party's rights to any of the Marks are superior to ours, then upon written notice from us, you will, at your sole expense, immediately adopt and use the changes and amendments to the Marks that are specified by us in writing, and if the Mark that is changed is the name "Basecamp Fitness" then all references in this Agreement to the name "Basecamp Fitness" will be deemed references to such substitute Mark.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the Marks that are licensed to a franchisee apply specifically to the operation of their Basecamp Studio. Basecamp Fitness studios are identified by the Marks that Basecamp Fitness prescribes from time to time. The franchisee's right to use and identify with the Marks applies only to the franchised location and exists only during the term of the Franchise Agreement, provided the franchisee is in complete compliance with Basecamp Fitness's quality standards.
The franchisee can only use the Marks in the manner prescribed, directed, and approved by Basecamp Fitness in writing and in accordance with all applicable laws and regulations pertaining to advertising and marketing. The franchisee cannot authorize others to use or reproduce Basecamp Fitness's Marks without prior written consent, and the use of the Marks and any resulting goodwill will be to Basecamp Fitness's exclusive benefit. The franchisee's Basecamp Studio must be clearly identified and advertised as a Basecamp Fitness studio.
Basecamp Fitness retains the right to protect and maintain all rights to the Marks against encroachment, misuse, or unauthorized use and against all challenges to any rights of its use, as it deems appropriate. If Basecamp Fitness modifies or discontinues the use of any Mark, or if there is an adjudication that any party's rights to any of the Marks are superior to Basecamp Fitness's, the franchisee must immediately adopt and use the changes and amendments to the Marks specified by Basecamp Fitness in writing. The style, form, and use of the words "Basecamp Fitness" in any advertising, written materials, products, or supplies must have Basecamp Fitness's prior written approval and comply with their specifications.
Upon termination of the Franchise Agreement, the franchisee must immediately and permanently cease to use the Marks and distinctive forms, slogans, signs, symbols, logos, and devices associated with the System, as well as any similar name, mark, symbol, logo, or slogan. The franchisee must also authorize Basecamp Fitness to physically remove any signage bearing any of the Marks and reimburse Basecamp Fitness for any costs incurred in doing so. The franchisee must also make necessary modifications to their Basecamp Studio premises to distinguish its appearance from all attributes of the System, including removing all signage, altering the color scheme and decor, and discontinuing the use of any item containing any of the Marks.