What is the relationship between the 'Management Agreement' and the 'Licensed Marks' for a C3 Wellness Spa?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
WHEREAS, You agree that we have developed a distinctive and proprietary system (the "System") for the non-medical development, management and, potentially, the operation of a spa (the "Spa") that offers and facial treatment services, medical spa services, IV vitamin therapy, massage therapy services, physical therapy, cosmetic services, topical skin treatments, essential oils,, and other cosmetic, medical spa and spa related services and retail products (the "Approved Spa Products and Services") under the Licensed Marks (defined below);
WHEREAS, the System relates to and includes the development and operation of a spa location franchised business (hereinafter referred to as either the "Spa Location Franchise" or the "Franchised Business"), that depending on Franchisee's qualifications and applicable local, state and federal laws and regulations involves either:
a Spa Location Franchise that Owns and Operates a Spa: Franchisee's development and operation of a Spa Location Franchise that owns and operates a Spa that provides the Approved Spa Products and Services under the Licensed Marks and in accordance with the requirements of the System; or
a Spa Location Franchise that Owns and Operates a Spa Facility and Management Company: Franchisee's development and operation of a Spa Location Franchise that owns and operates a management business ("Spa Management Business") that provides management, marketing, and spa facility based services (the "Spa Facility and Management Services") to medical practices and licensed professionals authorized to offer and provide the Approved Spa Products and Services (hereinafter referred to as "Authorized Care Providers") at a Spa that is operated by the Authorized Care Providers and/or their professional corporation authorized to directly offer and provide the Approved Spa Products and Services.
WHEREAS, Franchisee has entered into an C3 Wellness Franchise Agreement (the "Franchise Agreement") for the development and operation of a Spa Location Franchise;
WHEREAS, you have received and have thoroughly reviewed the completed Franchise Agreement, including the completed Schedules and Exhibits attached thereto;
WHEREAS, we have recommended that you thoroughly review the Franchise Agreement, this Agreement and all exhibits and schedules to the Franchise Agreement with a lawyer selected and hired by you;
Source: Item 23 — RECEIPTS (FDD pages 59–293)
What This Means (2024 FDD)
According to C3 Wellness Spa's 2024 Franchise Disclosure Document, the 'Licensed Marks' are central to the operation of both types of Spa Location Franchises offered. The document specifies two potential franchise models: one where the franchisee directly owns and operates a spa providing approved services, and another where the franchisee owns and operates a management business offering services to medical practices and licensed professionals who then provide the approved spa services. In both scenarios, the use of C3 Wellness Spa's 'Licensed Marks' is a key component.
The 'Licensed Marks,' including the "C3 Wellness" trademark and logo, are used to identify Spa Location Franchises and the approved spa products and services. The franchisor retains the right to modify or discontinue these marks based on their reasonable business judgment. Franchisees are required to offer approved spa products and services under these licensed marks, adhering to the franchisor's standards and specifications outlined in the operations manual. This ensures brand consistency across all C3 Wellness Spa locations.
The franchise agreement emphasizes that franchisees must operate exclusively under the 'Licensed Marks' and within the C3 Wellness Spa system. While franchisees may face competition from other C3 Wellness Spa locations or other franchisees marketing in their vicinity, they are generally granted territorial rights where the franchisor will not establish or franchise another location using the 'Licensed Marks' within their designated territory, provided the franchisee remains compliant with the agreement. This underscores the importance of the 'Licensed Marks' in defining the scope and operation of a C3 Wellness Spa franchise.