What is the relationship between the Marks and the Franchise System for Clean Your Dirty Face?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
1. GRANT OF FRANCHISE.
1.A. PREAMBLES.
- (1) We and our affiliates have, with considerable effort, developed (and continue to develop and modify) a system and franchise opportunity to establish, operate and promote a distinctive spa concept offering facials, related beauty services, and related retail products under the name "Clean Your Dirty Face®" (each a "CYDF Facial Bar").
- (2) We and our affiliates use and promote, and license others to use and promote, certain trademarks, service marks, and other commercial symbols, and may create, use, and license other trademarks, service marks, and commercial symbols, each of which have gained and will continue to gain public acceptance and goodwill, for use in operating or identifying CYDF Facial Bars (collectively, the "Marks").
- (3) We and our affiliates have also developed a distinctive business format and business system, using the methods, procedures, signs, designs, layouts, standards, specifications that we approve, and offering those products and services that we approve, all of which we may improve, further develop, or modify from time to time, (i) for CYDF Facial Bars, using the Marks (the "Franchise System").
- (4) We grant franchises to persons who meet our qualifications and are willing to undertake the investment and effort to use the Marks and the Franchise System to own and operate a CYDF Facial Bar.
- (5) You have applied and been approved for a franchise to own and operate a CYDF Facial Bar.
5.B. LIMITATIONS ON YOUR USE OF MARKS.
You right to use the Marks and the Franchise System is derived only from this Agreement. You may only use the Franchise System and the Marks to operate your Business according to this Agreement and in accordance with our System Standards. You have no right to sublicense or assign your right to use any Marks or the Franchise System. You agree to display the Marks prominently as we prescribe at your Business and on forms, advertising, supplies, employee uniforms and other materials we designate. You may not use any other trademarks, service marks or commercial symbols to identify or operate your Business.
You agree to identify yourself as the independent owner of your Business in the manner we prescribe. You may not use any Mark (1) as part of any corporate or legal business name, (2) with any prefix, suffix, or other modifying words, terms, designs, or symbols (other than logos we have licensed to you), (3) in selling any unauthorized services or products, (4) except in connection with a Franchise System Website (as defined in Section 9.F), as part of any domain name, homepage, electronic address, or in connection with a website; (5) in any user name, screen name, domain name, homepage, electronic address, social media account, other online presence or presence on any electronic, virtual, or digital medium of any kind ("Online Presence"); (6) in advertising any prospective transfer that would require our approval under Section 12, or (7) in any other manner that we have not expressly authorized in writing. You agree to give the notices of trade and service mark registrations that we specify and to obtain any fictitious or assumed name registrations required under applicable law.
5.C. NOTIFICATION OF INFRINGEMENTS AND CLAIMS.
8. SYSTEM STANDARDS.
8.A. COMPLIANCE WITH SYSTEM STANDARDS.
You acknowledge and agree that operating and maintaining your Business according to our System Standards is essential to preserve the goodwill of the Marks, and all business that operate using the Marks. Therefore, you agree at all times to operate and maintain your Business according to all of our System Standards, as we periodically modify and supplement them, even if you believe that a System Standard is not in the Franchise System's or your best interests. Although we retain the right to establish and periodically modify System Standards, you (or your Operating Partner) are solely responsible for the management and operation of your Business and for the cost of implementing and maintaining System Standards at your Business.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Clean Your Dirty Face Franchise Disclosure Document, the Marks, which include trademarks, service marks, and commercial symbols, are integral to the Franchise System. Clean Your Dirty Face and its affiliates develop, use, and license these Marks to promote the distinctive spa concept offering facials, related beauty services, and retail products. The Franchise System itself is defined by a distinctive business format that utilizes the Marks, methods, procedures, signs, designs, layouts, and standards approved by Clean Your Dirty Face.
The franchise agreement grants franchisees the right to use the Marks and the Franchise System, but this right is limited and derived solely from the franchise agreement. Franchisees can only use the Marks to operate their Clean Your Dirty Face business according to the agreement and Clean Your Dirty Face's System Standards. Franchisees cannot sublicense or assign their right to use the Marks or the Franchise System and must display the Marks prominently as prescribed by Clean Your Dirty Face on various materials, including advertising and employee uniforms.
Clean Your Dirty Face maintains control over how the Marks are used, preventing franchisees from using other trademarks or commercial symbols to identify their business. Franchisees must identify themselves as independent owners and cannot use any Mark as part of a corporate name, with unauthorized modifications, or in unauthorized contexts such as domain names or online presences without express written authorization. Franchisees are also obligated to notify Clean Your Dirty Face of any infringements or claims related to the Marks. Compliance with System Standards is essential to preserve the goodwill of the Marks, and Clean Your Dirty Face retains the right to modify these standards, potentially requiring franchisees to invest additional capital.