What control does Ella Cafe have over the design and content of the Franchisor's website?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
on the Internet, except as expressly permitted in writing. Without limiting the generality of the foregoing, Franchisee must not use the Marks or any part or derivative of the Marks or any abbreviation, acronym, or phonetic variation thereof as part of any URL, domain name, including but not limited to any gaming Website, social networking Website, or marketing/discounting Website; as part of any user name; as part of any unauthorized email address; or as part of any unauthorized software application (app). Franchisee must not display on any Website (including commercial Websites, gaming Websites, social networking Websites, and marketing and advertising Websites) any of Franchisor's Copyrighted Works, which include the design portion of its Marks, or any menu items or collateral merchandise identified by the Marks. Additionally, Franchisee acknowledges that Franchisor is the lawful, rightful, and sole owner of certain Internet domain names that have been established or may be established by Franchisor in the future, and Franchisee unconditionally disclaims any ownership interest in any of Franchisor's domain names or any colorably similar Internet domain name(s).
- 12.5 Notice. Franchisee must identify itself as an independent franchise owner of the Coffee House in conjunction with any use of the Marks or operation of the Coffee House, including, but not limited to, use on email signatures, invoices, order forms, receipts, business stationery, business cards, employment and payroll documents, and contracts, as well as at such conspicuous locations at the Coffee House as Franchisor requires. The form and content of such notice must comply with Franchisor's requirements.
- 12.6 Infringement. Franchisee must notify Franchisor immediately of any apparent infringement of or challenge to Franchisee's use of any Mark and of any claim by any person of any rights in any Mark or any Copyrighted Works. Franchisee and Owners must not communicate with any person other than Franchisor, its Affiliates, their counsel, and Franchisee's counsel in connection with any such apparent infringement, challenge, or claim. Franchisor will have
complete discretion to take any action it deems appropriate in connection with any infringement of, or challenge or claim to, any Mark or Copyrighted Works and the right to control exclusively, or to delegate control of, any settlement, litigation, Patent and Trademark Office, or other proceeding arising out of any such alleged infringement, challenge, or claim or otherwise relating to any Mark or Copyrighted Works.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, franchisees have limited control over website design and content. Ella Cafe retains significant control over its online presence and brand representation. Franchisees are explicitly prohibited from displaying any of Ella Cafe's copyrighted works, including the design portion of its marks, menu items, or collateral merchandise identified by the marks, on any website. This restriction extends to commercial websites, gaming websites, social networking websites, and marketing and advertising websites.
Ella Cafe may create and license social media accounts, email marketing software accounts, and other electronic accounts that use the brand's marks for the franchisee's use. Franchisees are not allowed to create their own websites, social media accounts, or email marketing accounts outside of those licensed by Ella Cafe. This ensures that all online representations of the brand are consistent and controlled by the franchisor.
Franchisees are required to cooperate with Ella Cafe and actively participate in any social media and e-commerce advertising programs and management platforms that Ella Cafe requires. Franchisees must also pay the costs associated with these programs or platforms, which are in addition to other advertising fees outlined in the agreement. This indicates that franchisees must invest in and participate in Ella Cafe's broader e-commerce strategy, even if they do not have direct control over the content.
Ella Cafe also requires franchisees to place and pay for business listings in print and online directories as specified by the franchisor. These directory listing fees do not count towards any other advertising expenditure requirements. Furthermore, franchisees must clearly identify themselves as independent franchise owners of Ella Cafe in all uses of the marks, including email signatures, invoices, and business cards, with the form and content of such notice complying with Ella Cafe's requirements. This ensures transparency while maintaining brand consistency under the franchisor's guidelines.