What is the geographic scope of the license granted to Buff City Soap to use and sublicense the Marks?

According to the 2025 Buff City Soap Franchise Disclosure Document, Buff City Soap has been granted a worldwide license to use and sublicense the Marks associated with its brand. This license, effective from May 29, 2018, is perpetual, non-exclusive, non-transferable, and royalty-free. This means Buff City Soap has the right to use and allow its franchisees to use its trademarks globally without having to pay royalties to Holdings, the original licensor of the Marks. However, the license is non-exclusive, implying that Holdings may also license the Marks to other parties. The license is also non-transferable, meaning Buff City Soap cannot transfer the license to another entity.

For a prospective Buff City Soap franchisee, this worldwide license is significant because it ensures that Buff City Soap has the legal right to allow franchisees to operate under its brand name and use its trademarks. However, it is important to note that if the trademark license agreement between Holdings and Buff City Soap is terminated, Holdings retains the right to require franchisees to stop using the Marks and the System. This introduces a potential risk for franchisees, as their ability to operate under the Buff City Soap brand is contingent upon the continuation of this license agreement.

Buff City Soap does not have an affirmative duty to protect a franchisee's right to use the Marks but intends to take appropriate actions if the need arises. Franchisees must immediately notify Buff City Soap of any apparent infringement or challenge to the use of any Mark or other intellectual property. Buff City Soap has the sole right to take action it deems appropriate and the right to control exclusively any litigation arising out of any such infringement, challenge, or claim. Franchisees are required to sign any documents and provide assistance to protect and maintain Buff City Soap's interests in the Marks or other intellectual property.

In the event that Buff City Soap deems it advisable to modify or discontinue the use of any Mark, franchisees are obligated to comply with these directions within a reasonable time after receiving notice. The franchisee will be responsible for all costs and expenses related to the modification or discontinuance of the use of any Mark. It is important to note that franchisees do not have any rights under the franchise agreement if Buff City Soap requires them to modify or discontinue using a trademark.