Who owns the Digital Media related to the C3 Wellness Spa franchise system?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
isee's inability to use, the Business Management System even if Franchisor has been advised of the possibility of such damages, or for any claim by any other party including the software manufacturer. The foregoing limitations of liability are intended to apply without regard to whether other provisions of the Agreement have been breached or proven ineffective.
3.F. DIGITAL MEDIA, SYSTEM WEBSITE AND TELEPHONE NUMBERS
Franchisee agrees that the significance of Digital Media to the System and necessity for Franchisor's control over Digital Media. As between Franchisor and Franchisee, Franchisor is the absolute owner of the Digital Media. Franchisee shall not use, access or open accounts regarding or related to Digital Media unless expressly approved by Franchisor in writing which approval Franchisor may withhold, condition or limit as determined by Franchisor in Franchisor's Reasonable Business Judgment and which approval, if given, shall be limited to the marketing and promotion of the Franchised Business in accordance with Franchisor's standards and specifications. Upon expiration or termination of this Agreement for any reason, any prior authorization by Franchisor as to Franchisee's right to utilize the Digital Media and/or otherwise as to any rights of Franchisee in or to the Digital Media shall be automatically terminate and, at Franchisor's election, the right to any and all accounts and/or sites (if any) associated with Digital Media used by Franchisee shall be transferred to Franchisor. Under no circumstance shall Franchisee utilize the Digital Media for purposes of or with the effect of libeling or disparaging another nor shall Franchisee violate any copyrights – as to such actions as between Franchisee and any third party, Franchisee is exclusively responsible for disparagement, libel and/or copyright infringement if Franchisee published and/or caused such content to be published.
Franchisee agrees that Digital Media and/or Published Content, if permitted by Franchisor, must be approved by Franchisor prior to publication or use in any form. Digital Media and Published Content that is approved by Franchisor or that otherwise is acceptable to Franchisor as meeting Franchisor's standards shall be owned by Franchisor. As between Franchisor and Franchisee, any and all interest and right in or to the Digital Media and/or Published Content shall, at all times, be and is the exclusive property of Franchisor both during the Term of this Agreement and upon the expiration or termination of this Agreement. Franchisee agrees that the System Website and all improvements and modifications made to the System Website, Digital Media, and Published Content is and shall be the exclusive property of Franchisor.
Source: Item 23 — RECEIPTS (FDD pages 59–293)
What This Means (2024 FDD)
According to C3 Wellness Spa's 2024 Franchise Disclosure Document, the franchisor maintains absolute ownership of all Digital Media associated with the franchise system. This encompasses any interactive or static electronic documents, applications, or media connected to computer networks, websites, web-based applications, software applications, smartphone applications, and social media platforms. Examples of Digital Media include the C3 Wellness Spa website (www.C3WellnessFranchise.com) and social media platforms like Facebook, LinkedIn, Twitter, Pinterest, Instagram, SnapChat, and YouTube. It also extends to online directories that reference or promote the C3 Wellness Spa business.
This means that while a franchisee may utilize Digital Media for their specific location, they do so under the franchisor's strict control. Any Digital Media or Published Content used by the franchisee must be pre-approved by C3 Wellness Spa. Once approved, or if the content otherwise meets the franchisor's standards, it becomes the exclusive property of the franchisor. This ownership remains with C3 Wellness Spa both during the term of the franchise agreement and after its expiration or termination. The franchisee acknowledges that the System Website, along with any improvements or modifications, is the franchisor's exclusive property.
Upon termination of the franchise agreement, C3 Wellness Spa has the option to take control of all telephone numbers associated with the franchised business. To facilitate this, franchisees are required to execute an Assignment of Telephone Numbers and Digital Media Accounts agreement. This agreement ensures that third parties can rely on the franchisor's ownership of these assets, regardless of any disputes between the franchisor and franchisee. This level of control is typical in franchising, allowing C3 Wellness Spa to maintain brand consistency and manage its online presence effectively.
For a prospective franchisee, this underscores the importance of adhering to C3 Wellness Spa's digital marketing guidelines and obtaining approval for all online content. While franchisees benefit from the System Website and approved Digital Media, they must recognize that these assets are ultimately controlled by the franchisor. This arrangement helps ensure a consistent brand image and marketing strategy across all C3 Wellness Spa locations.