Will Casiola protect a franchisee's right to use the Licensed Marks?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
e expenses that you incur and pay in complying with our written instructions.
We will protect your right to use the Licensed Marks and other related rights and protect you against claims of infringement and unfair competition related to the Licensed Marks, provided that you use the Licensed Marks in accordance with the terms of your Franchise Agreement, as designated by us in the Manuals, and otherwise, as we instruct you. We will indemnify you against direct damages for trademark infringement in a proceeding arising out of your use of the Licensed Marks, provided your use of the Licensed Marks comply with the terms of your Franchise Agreement, the Manuals, our written instructions, and that you have timely notified us of the claim, have given us sole control of the defense and settlement of the claim, and you are in compliance with your Franchise Agreement. If we defend the claim, we have no obligation to indemnify or reimburse you with respect to any fees or disbursements of any attorney that you retain.
If any third party establishes, to our satisfaction and in our sole discretion, that its rights to the marks are, for any legal reason, superior to any of our rights, then we will modify and/or replace the Licensed Marks and you must use the variances or other service marks, trademarks or trade names required by and as determined by us. Our sole liability and obligation in such event is to reimburse you for the direct out-of-pocket costs of complying with this obligation, which you must document to our satisfaction, including, by way of example, alterations in signage and replacement of marketing materials. There are no agreements currently in effect that significantly limit our rights to use or license the use of the Licensed Marks in any manner material to you.
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
We do not own any rights to, or licenses in any patent or copyrights material to the franchise System. We may copyright advertising materials and design specifications, our Manuals and other written materials and items. We have not applied to the USPTO for the issuance of any patents.
You must keep as confidential our Manuals and any supplements to the Manuals. Our Manuals may take the form of written materials and/or digitally distributed and stored materials and made available to you for use in connection with the Franchised Business. The Manuals contain information about our System, Approved Services and Products, System Supplies, proprietary products, marketing systems, training, and confidential methods of operation. You must use all reasonable and prudent means to maintain the Manuals and the information maintained in the Manuals as confidential and prevent any unauthorized copies, recordings, reproduction, or distribution of the Manuals or the information contained in the Manuals.
Source: Item 13 — TRADEMARKS (FDD pages 32–34)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, Casiola will protect a franchisee's right to use the Licensed Marks and other related rights, and also protect them against claims of infringement and unfair competition related to the Licensed Marks. This protection is contingent upon the franchisee using the Licensed Marks in accordance with the terms of the Franchise Agreement, as designated in the Manuals, and as instructed by Casiola.
Casiola will indemnify franchisees against direct damages for trademark infringement in a proceeding arising out of their use of the Licensed Marks. However, this indemnification is conditional. The franchisee's use of the Licensed Marks must comply with the terms of the Franchise Agreement, the Manuals, and Casiola's written instructions. Additionally, the franchisee must have provided timely notification of the claim and given Casiola sole control of the defense and settlement of the claim, and must be in compliance with the Franchise Agreement. If Casiola defends the claim, they are not obligated to indemnify or reimburse the franchisee for any attorney's fees they retain.
The FDD also states that franchisees are required to provide Casiola with written notice of any claims they become aware of respecting the Licensed Marks, including their use of the Licensed Marks and/or any claim associated with a third party's use of a trademark that is identical or confusingly similar to the Licensed Marks. Casiola maintains the exclusive discretion to take any and all actions, or to refrain from any action, that they believe to be appropriate in response to any trademark infringement, challenge or claim. Casiola possesses the sole right to exclusively control any and all litigation, legal proceedings, administrative proceedings and/or settlement(s) involving any actual or alleged infringement, challenge or claim relating to the Licensed Marks. Franchisees must sign all documents, instruments and agreements and undertake the actions that Casiola, with the advice of their legal counsel, determine to be necessary or advisable for the protection and/or maintenance of their interests in the Licensed Marks in any legal proceeding, administrative proceeding or as may be otherwise determined by them. Casiola will reimburse franchisees for the reasonable out-of-pocket administrative expenses that they incur and pay in complying with Casiola's written instructions.
If a third party establishes, to Casiola's satisfaction and in their sole discretion, that its rights to the marks are legally superior to Casiola's rights, Casiola will modify and/or replace the Licensed Marks. In this case, the franchisee must use the variances or other service marks, trademarks, or trade names as required and determined by Casiola. Casiola's sole liability and obligation in such an event is to reimburse the franchisee for the direct out-of-pocket costs of complying with this obligation, which the franchisee must document to Casiola's satisfaction, including, for example, alterations in signage and replacement of marketing materials.