What is the definition of 'Proprietary Marks' in the context of a Degree Wellness franchise?

• A. Degree Wellness Franchise, LLC, or its affiliates, and their successors or assigns ("Franchisor") franchises the operation of a studio, (each "Degree Wellness Studio" or "Studio") featuring innovative self-care solutions that leverage heat, cold, light and advanced nutrients to enhance physical and mental health, and offers related products and merchandise under the name Degree Wellness and/or other trademarks, service marks, logos, and other indicia of origin prescribed by Franchisor (collectively, the "Proprietary Marks").

• 1. Landlord consents to Franchisee's use of such Proprietary Marks and signs, interior and exterior décor, furnishings, fixtures, items, color schemes, plans, specifications, and related components of Degree Wellness System (as defined in the Franchise Agreement and as Franchisor may prescribe for the Studio).

7.1 Ownership and Goodwill of Marks

• a. You acknowledge that your right to use the Marks is derived solely from this Agreement, and is limited to your operation of the Franchise pursuant to and in compliance with this Agreement and all applicable standards, specifications, and operating procedures we prescribe from time to time during the Term of this Agreement, including, without limitation, timely payment of the Initial Franchise Fee, Continuing Franchise Fees, Fund contributions, and all other sums due to us.

• b. You understand and acknowledge that our right to regulate the use of the Marks includes, without limitation, any use of the Marks in any form of electronic media, such as Websites or web pages, or as a domain name or electronic media identifier.

• c. If you make any unauthorized use of the Marks either during or after the Term of this Agreement, it will constitute a breach of this Agreement and an infringement of our rights in and to the Marks.

• d. You acknowledge and agree that all your usage of the Marks and any goodwill established by your use will inure exclusively to our benefit and the benefit of our affiliates, and that this Agreement does not confer any goodwill or other interests in the Marks on you (other than the right to operate the Franchise in compliance with this Agreement).

• f. Degree Wellness has invested substantial time, energy, and money in the promotion and protection of its Marks as they exist on the date of this Agreement. However, rights in intangible property such as the Marks are often difficult to establish and defend. In addition, other circumstances, such as changes in the cultural and economic environment within which the System operates, changes in marketing or other strategies, or third-party challenges to Degree Wellness's rights in the Marks, may make changes in the Marks desirable or necessary. Degree Wellness therefore reserves the right to change its Marks and the specifications for each when we believe that such changes will benefit the System. You will promptly conform at your own expense, to any such changes. Degree Wellness need not reimburse you for any loss

• 16.2 Marks. Use of the Marks and Copyrightable Works after the termination or expiration of the Studio Franchise will constitute the unlawful use of our intellectual property rights, which include trademarks and service marks. You agree that after the termination or expiration of the Franchise you will:

• a. not directly or indirectly at any time identify any business with which you are associated as a current or former Degree Wellness franchise or franchisee;

• b. not use any Mark, any colorable imitation of any Mark, or any Copyrightable Works in any manner or for any purpose, or use for any purpose any trademark or other commercial symbol that suggests or indicates an association with us;

• c. return to us or destroy (whichever we specify) all customer lists, forms and materials containing any Mark or any Copyrightable Works or otherwise relating to a Degree Wellness franchise;

  • d. remove all Marks affixed to uniforms or, at our direction, cease to use those uniforms; and

e. take any action that may be required to cancel all fictitious or assumed name or equivalent registrations relating to your use of any Mark.

• 16.3 De-Identification.

If you retain possession of the Premises, you agree to completely remove or modify, at your sole expense, any part of the interior and exterior decor that we deem necessary to disassociate the Premises with the image of a Degree Wellness franchise, including any signage, posters, furniture, equipment, products, or display units bearing the Marks.

Source: Item 23 — Receipts (FDD pages 66–257)