What rights does the Franchise Agreement grant to a Buff City Soap franchisee regarding the Marks?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
velopment Agreement and will result in termination of your right to develop additional BCS Makeries in the Territory. The factors we consider in our decision to accept or reject a proposed site may change during the term of the Development Schedule under the Development Agreement, and we will use our then-current criteria to evaluate each site.
TRADEMARKS
The Franchise Agreement grants you the right to operate a Franchised Business under the Marks. Holdings has registered with the United States Patent & Trademark Office ("USPTO") on the Principal Register the following Marks identified in the "Registration No." column. Holdings has registered with the USPTO on the Principal Register the following Marks:
| Mark | Registration/Application Date | Registration No. |
|---|---|---|
| BUFF CITY SOAP | February 13, 2018 | 5,399,187 |
| SOAP MAKERY | January 15, 2019 | 5,654,077 |
| February 23, 2021 | 6,277,681 | |
| February 23, 2021 | 6,277,676 | |
| October 5 , 2021 | 6,513,337 | |
| January 11, 2022 | 6,612,505 | |
| April 2, 2024 | 7,347,160 | |
| April 2, 2024 | 7,347,161 | |
| August 13, 2024 | 7,475,439 | |
| October 29, 2024 | 7,552,212 |
All required affidavits have been filed. No renewals have yet been required.
There are no currently effective material determinations of the USPTO, the Trademark Trial and Appeal Board, or any state trademark administrator or court, or any pending infringement, opposition or cancellation proceedings affecting the Marks. There is no pending material federal or state court litigation involving the use or ownership rights in a Mark. We know of no superior rights or infringing uses that could materially affect your use of our Marks.
Effective May 29, 2018, Holdings licensed the Marks and the System to us under a trademark license agreement. We are granted a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use and sublicense the Marks. If this trademark license agreement is terminated, Holdings has the right to require franchisees to stop using the Marks and the System.
Source: Item 13 — TRADEMARKS (FDD pages 46–48)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, the Franchise Agreement grants franchisees the right to operate a franchised business under the Marks. These Marks are registered with the United States Patent & Trademark Office (USPTO). The FDD lists several registered trademarks, including "BUFF CITY SOAP" registered on February 13, 2018 (Registration No. 5,399,187) and "SOAP MAKERY" registered on January 15, 2019 (Registration No. 5,654,077), along with several others registered between 2021 and 2024.
Buff City Soap does not have any obligation to take affirmative action, participate in a franchisee's defense, or indemnify them for expenses or damages if the franchisee becomes involved in an administrative or judicial proceeding involving a Mark licensed to them, even if the proceeding is resolved unfavorably. Buff City Soap retains the right to require franchisees to use additional or alternative Marks or other intellectual property at any time and at its sole option. If Buff City Soap deems it advisable to modify or discontinue the use of any Mark or other intellectual property, franchisees must comply with their directions within a reasonable time after receiving notice.
Franchisees are responsible for all costs and expenses related to the modification or discontinuation of any Mark, other intellectual property, and/or the use of one or more additional, alternative, or substitute trade or service marks. The franchise agreement does not provide franchisees with any rights if Buff City Soap requires them to modify or discontinue using a trademark. Franchisees must notify Buff City Soap immediately of any apparent infringement or challenge to the use of any Mark or other intellectual property. They must not communicate with anyone other than Buff City Soap, their attorneys, and the franchisee's attorneys regarding such matters. Buff City Soap has the sole right to take action it deems appropriate and control any litigation arising from infringement, challenge, or claim relating to any Mark or other intellectual property.
In practical terms, while franchisees are granted the right to use Buff City Soap's trademarks to operate their business, this right is subject to significant limitations and potential changes dictated by the franchisor. Franchisees bear the financial burden of any required changes to branding or intellectual property. The franchisee has a responsibility to protect the marks, but limited control over legal action related to the marks.