What happens if a Belocal franchisee uses copyrighted materials in violation of the agreement?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
S
Franchisor hereby grants Franchisee a limited license to use the Marks and Copyrighted Materials designated by Franchisor, solely for the purpose of operating, advertising, and promoting the Franchised Business, as contemplated by this Agreement. Franchisee further expressly agrees that:
- A. Franchisor is the lawful owner or licensee of the Marks and the Copyrighted Materials. Franchisee's interest in the Marks and the Copyrighted Materials is solely that of a licensee, and all goodwill attributable to the use of the Marks with respect to the Franchised Business shall accrue to the benefit of Franchisor. Franchisee disclaims any proprietary interest in any of the Marks and the Copyrighted Materials.
- B. Franchisee shall not use the name of any N2 publication or any of Franchisor's Marks or trade names, including the specific Marks "BELOCAL," "N2," "N2 Publishing," "Hyport Digital," or any abbreviation, acronym, or variation of those words as part of Franchisee's name, as part of any business entity in which Franchisee owns or holds an interest, or as part of any Online Presence (including any Internet, Web address, or email domain name or URL). Franchisee must submit to Franchisor for approval, in writing, Franchisee's proposed entity name, and Franchisee shall not name its entity using any name that is not approved by Franchisor.
- C. Franchisee shall use the Marks in the precise form that Franchisor prescribes and shall observe Franchisor's directions regarding the presentation, display, and use of the Marks and the use, copying, and distribution of the Copyrighted Materials. Franchisee shall not fail to perform any act required under this Agreement, or commit any act which would impair the value of the Marks or the goodwill
associated with the Marks. Franchisee acknowledges and agrees that the restrictions set forth in this Agreement are reasonable and necessary for the protection of value of the Marks and the goodwill associated with the Marks, that any violation of this Agreement would cause substantial and irreparable injury to Franchisor, and that Franchisor would not have entered into a business relationship with Franchisee or entered into this Agreement without receiving Franchisee's unrestricted promise to use the Marks only in the manner authorized by Franchisor. Franchisee shall not use any of the Marks in connection with Independent-Staff-facing labor and employment materials.
D. An "Online Presence" includes, but is not limited to, (1) a website, other webpages, URLs, or domain names; (2) accounts, pages, handles, or profiles on social media sites, social networking sites, news sites and groups, online, internet, or digital directories, video, photography, audio, podcast, and messaging services, blogs, or forums; (3) e-commerce sites or accounts; (4) digital or online advertising and marketing content and services; (5) mobile applications; (6) virtual reality platforms; (7) any identifiers of an Online Presence; (8) business profile pages accessible online; or (9) a presence on any other type of online, internet, virtual, or digital tool, good, or service that may be developed. Franchisor has the right to create, operate, and discontinue any Online Presences it deems appropriate, in its sole discretion. Franchisor shall not be liable for downtime that may occur to any such Online Presence, whether such downtime is caused by Franchisor or a third party. Franchisor shall have the right, but not the obligation, to designate one or more webpage(s) or other form of Online Presence to describe Franchisee, the Franchised Businesses, the Publication, the N2 publications, Franchisor, Franchisor's affiliates, and the Marks, with such webpage(s) or Online Presence to be located within Franchisor's website or another Online Presence. Franchisee shall not, directly or indirectly and without Franchisor's consent, which Franchisor is not obligated to provide, establish or operate an Online Presence that in any way concerns, discusses or alludes to the Franchisor, the Marks, the System, the Publication, any N2 publication, or the Franchised Business. If Franchisee has received Franchisor's consent to create or operate an Online Presence, Franchisee must comply with the terms of Franchisor's policies. Franchisor may revoke, in Franchisor's sole discretion, any approval for Franchisee to create or use an Online Presence. Franchisee shall not post, and shall take such steps as necessary to ensure that its Independent Staff do not post, to any Online Presence any information relating to the Franchisor, Franchisor's affiliates, the System, the Marks, or the Franchised Business that, (i) is derogatory, disparaging, or critical of the Franchisor, the System or the Marks; (ii) is offensive, inflammatory or indecent; (iii) infringes upon the intellectual property rights of Franchisor, Franchisor's affiliates, or third parties; or (iv) harms the goodwill and/or public image of the System and/or the Marks. Franchisor alone shall be, and at all times shall remain, the sole owner of the copyrights to all material which appears on any Online Presence, including any and all material Franchisee may furnish to Franchisor for use on an Online Presence. However, Franchisor is not obligated to monitor or control the content of any of Franchisee's Online Presences. For any Online Presence and identifiers related to any Online Presence Franchisee is permitted to create or use, Franchisor reserves the right, at its sole option and discretion, to have the Online Presence directly owned or controlled by Franchisor or to require any such Online Presence be transferred to Franchisor upon the termination, expiration, or transfer of this Agreement for any reason. Upon request, Franchisee must provide Franchisor with any login credentials for any Online Presence Franchisee is authorized to create, use, or maintain.
E. Franchisor may, in its sole discretion, provide Franchisee with a ________@n2co.com email address, or an email address using a different domain name that contains the name or any part of the name of the Publication or any of the Marks, or derivatives thereof, at no charge. Franchisee may request an additional email addresses using other domain names that contain the Marks or any part of the Marks (except the n2co.com domain) at no charge. If Franchisee requests an additional email address(es) using the n2co.com domain, Franchisee must pay Franchisor the then-current fee designated in the Franchise Brand Standards Manual for each such additional address. If Franchisor provides Franchisee such email address(es) using the n2co.com domain or other domain names that contain the Marks or any part of the Marks, Franchisee must only use such email address(es) in connection with the Franchised Business and as
otherwise directed in the Franchise Brand Standards Manual. Upon request, Franchisee must provide Franchisor with any login credentials for any email address(es) Franchisor has provided to Franchisee. Franchisee shall not establish for the Franchised Business an email address that uses the Marks without obtaining Franchisor's prior consent.
- F. Franchisee must obtain Franchisor's prior approval for all advertising and promotional plans and materials that Franchisee desires to use to promote the Franchised Business and that have not been prepared or previously approved by Franchisor. Franchisee must submit such unapproved plans and materials to Franchisor (by personal delivery, by facsimile, through the mail, or by email using the email address required by Franchisor), and Franchisor shall approve or disapprove such plans and materials within 14 days from the date of receipt by Franchisor. Franchisee shall not use such plans or materials until approved by Franchisor. Franchisor reserves the right to disapprove previously approved plans and materials at any time, in Franchisor's sole discretion. Franchisee must promptly discontinue use of any promotional or advertising plans or materials upon notice from Franchisor to do so.
- G. Franchisee must notify Franchisor immediately of any apparent infringement of, or challenge to, Franchisee's use of any Mark or Copyrighted Material and of any claim by any person of any rights in any Mark or any Copyrighted Materials. Franchisee and Principals must not communicate with any person other than Franchisor, its affiliates, their counsel, and Franchisee's counsel in connection with any such apparent infringement, challenge, or claim. Franchisor shall have complete discretion to take any action it deems appropriate in connection with any infringement of, or challenge or claim to, any Mark or Copyrighted Materials as well as the right to control exclusively, or to delegate control of, any settlement, litigation, Patent-and-Trademark-Office, or other proceeding arising out of any such alleged infringement, challenge, or claim or otherwise relating to any Mark or Copyrighted Materials.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, franchisees are granted a limited license to use Belocal's marks and copyrighted materials solely for operating, advertising, and promoting their franchised business. The agreement explicitly states that Belocal owns or licenses these marks and copyrighted materials, and any goodwill from their use benefits Belocal. Franchisees cannot claim any proprietary interest in these materials. If a franchisee violates the agreement by, for example, failing to obtain prior written approval for advertising or promotional materials, Belocal has the option to levy a fine. The FDD specifies that the fine can be up to $500 for the first instance and up to $1,000 for subsequent instances.
Belocal also reserves the right to add, change, revise, discontinue, or substitute different marks and copyrighted materials at its sole discretion. Franchisees must promptly comply with these changes and bear any associated expenses. Furthermore, franchisees must notify Belocal immediately of any apparent infringement or challenge to the use of any mark or copyrighted material. The franchisee must only communicate with Belocal, its affiliates, their counsel, and the franchisee's counsel regarding any infringement, challenge, or claim. Belocal has complete discretion to take action regarding any infringement or claim and can control any settlement or litigation.
Neither Belocal nor its affiliates are required to defend the franchisee against any claim or indemnify them for any loss or damages arising from the franchisee's use or misuse of any mark, copyrighted materials, or confidential information. Additionally, Belocal is the sole and exclusive owner of all content created by the franchisee, their staff, or principals in connection with the franchised business, including all intellectual property rights. This content is considered work made for hire, and to the extent it does not qualify as such, the franchisee irrevocably assigns all rights to Belocal.
In the event of a franchisee's default under the agreement, Belocal has several remedies. The franchisee must immediately cease operations, discontinue all use of Belocal's marks, copyrighted materials, and confidential information, and return all such materials to Belocal. The franchisee must also pay all amounts due under the agreement, including damages, costs, and expenses incurred by Belocal due to the default. Belocal can also require the franchisee to assign all rights, control, and access to any business listings and online presences related to the franchised business. These measures ensure Belocal's control over its brand and intellectual property, and protect it from unauthorized use or misuse by franchisees.