What is the Floors To Go franchisee required to do regarding the use of the FTG Marks?

sell any floor covering or window treatment products on or through any Internet Web Site or Domain Name.

• 4.3. Appearance of the FTG Marks on Items. You shall use the name "Floors To Go" and/or such other names or logos as authorized by us on all display signs, decorations, advertising, carpet, floor covering samples, and other printed and decorative materials used in or on the premises in connection with the advertising, displaying, or selling of Floors To Go products or services. You shall cause to appear such legends, markings and notices on all uses of the Marks as we may reasonably require, including, without limitation, appropriate copyright and trademark notices, including the ® and ™ symbols as appropriate.
• 4.4. Use of Trademark to Identify Site. You are required to use the name "Floors To Go" and/or such other names, marks, or logos as we shall direct within Your Territory (see Section 7.3). We shall have the right to approve such signs in order to ensure that they comply with applicable trademark or trade name requirements and contain such legends and symbols as we shall require.
• 4.5. Website. You will be provided a website, maintained by us, on the domain www.floorstogo.com for each of your FTG Showrooms. From time to time, additional features

and benefits may be added to the website, for which we reserve the right to charge a fee to assist in covering costs, including, but not limited to, the costs of developing, implementing and maintaining said features and benefits. In addition, we reserve the right to require you to use "Floors To Go" in your fictitious trade name and make it a permanent part of your exterior signage. If you choose to develop an independent website, it must comply with our trademark, service mark, logo and advertising requirements, as well as any of our applicable policies and procedures. Therefore, among other things, you must (i) obtain our prior written approval of any Internet domain name and home page addresses used for your independent website, (ii) obtain our prior written approval of all hyperlinks and other links to appear on your independent website, and (iii) restrict your use of any materials in which any third party has any interest. Upon your request and our prior written approval, if you include "Floors To Go" in your fictitious trade name and make it a permanent part of your exterior signage, a hyperlink to your independent website will be placed on the website that we maintain for your Showroom.

• 4.6. Advertising. If you develop or purchase internet-based advertising through email services, search engines, web portals or other internet-based advertising vehicles, you must comply with our trademark, service mark, logo and advertising requirements, as well as any of our other applicable policies and procedures that we may institute from time to time.
  • 4.7. Interference with Our Use of the FTG Marks. You shall not interfere in the use of the name "Floors To Go", or any part thereof, or any other of the FTG Marks by us, any subsidiary or affiliate of us, or any other member; and you shall execute such further documents as are necessary to accomplish this purpose. You shall conduct and operate your business in a manner which will not impair the goodwill associated with the FTG Marks.
• 4.8. Your Name. You shall not incorporate the words "Floors To Go" or any other names, marks, or logos associated therewith as part of your legal business name, but you are authorized and required to adopt a fictitious trade name incorporating the words "Floors To Go" and you shall comply with all fictitious name registration statutes. You will, within thirty (30) days after termination of this Agreement, amend your fictitious business name registrations to remove the words "Floors To Go" and all marks and logos associated therewith from your business name.

4.9. Protection of Marks.

• a. We may seek, in our own name and at our own expense, appropriate trademark protection for the Marks. You shall not seek or acquire any registration or other interest in any of the Marks anywhere in the world.
• b. You understand and agree that we shall retain all right, title and interest in the original Marks, as well as in any modifications or improvements made to the Marks by you, except to the extent provided otherwise herein.
• c. You acknowledge our exclusive rights in the Marks and acknowledge that the Marks are unique and valuable.
• d. You shall not at any time dispute or contest the validity or value of the Marks or our exclusive rights to use and exploit the Marks.

4.10. Related Rights.

• a. You acknowledge our ownership of and other rights in connection with the Marks, as well as the validity of all registrations thereof and shall not at any time do or permit to be done any act or thing which will in any way impair our rights.
• b. You shall not in any way challenge or contest the validity of the Marks or any of our rights under this Agreement, nor shall you willingly become an adverse party to litigation in which others shall so contest the Marks or our rights. In addition, you shall not in any way seek to avoid or reduce your obligations hereunder because of the assertion or allegation by any person(s) that the Marks or any of them are invalid or by reason of any contest or claim concerning our rights. You further agree not to contest that your rights under this Agreement are solely those of a franchisee and that such rights end upon the termination or expiration of the Agreement as provided herein.
• c. Any permutation of the Marks adopted and used by you shall be and become our property and shall be included as Marks subject to this Agreement. You agree that your every use of the Marks shall inure to our benefit, and that you shall not at any time acquire any rights in such Marks beyond the license herein provided by virtue of any use you may make of such Marks.
• d. You acknowledge that only we may file and prosecute applications for registration of the Marks in any country or jurisdiction and agree that we may, from time to time, pursue such registrations we may deem advisable. You shall cooperate with us in connection with any such filings, but the expenses of preparing and prosecuting such applications shall be borne solely by us.
• 4.11. Right to Enjoin Improper Use of Marks and Names. We shall protect and maintain all rights to the name and mark "Floors To Go" and all related names, marks, or logos against encroachment, misuse, or unauthorized use and against challenges to any rights of your use, as we shall determine in our sole discretion. With respect to any use of the name and mark "Floors To Go" by you under this Agreement, you agree to give such reasonable assistance which we may require in order to defend or protect all rights to said name and mark. In the event that you become aware of any infringement of said name or mark, you shall promptly report such infringement to us, and we shall have the sole discretion to take such action as we deem advisable, at our sole expense.
• 4.12. Indemnification. We shall indemnify you against any claims for infringement arising out of your use of the FTG Marks as authorized herein. You shall indemnify us against all claims arising from your improper or unauthorized use of the FTG Marks.

5. Our Obligation to You

5.1. Training to be Provided. From time to time, we may offer voluntary training programs which focus on sales and management training. Members electing to participate are expected to pay a per trainee fee, plus transportation, lodging and meals.

5.2. Assistance to Members.

• a. We will provide and deliver to your Showroom, at our expense, the racks, displays and samples necessary to convert your Showroom to a FTG Showroom, as well as a store design consultant to assist you with adapting the FTG Showroom design package to your Showroom (the "Redesign"). We estimate that the cost of the Redesign will be between Twenty Thousand Dollars ($20,000) and Fifty Thousand Dollars ($50,000) per Showroom, depending on the size of your Showroom. You will not be required to repay any portion of the cost to Redesign your Showroom if you remain a FTG member for the entire Original Term. We will not purchase any tenant improvement items, including, among other things, installation of floor coverings in showrooms, furniture, or office equipment. We may also, upon your request: (i) provide you with a consultation regarding carpet quality and product mix; and (ii) assist you with resolving problems with merchandise vendors or manufacturers participating in the FTG System.
• b. For administrative convenience: (1) we will control the management and disbursement of the funds received as Advertising Fees, as defined in Section 6.4 of this Agreement; (2) we will serve as the advertising agency primarily responsible for creating and developing the advertising materials (e.g., artwork, print media presentations, direct mail flyers, promotional materials, point-of-sale formats, audio and video presentations) which we deem appropriate for the membership advertising programs; (3) we will be authorized and available to provide local or regional advertising placement services to all members upon request and be compensated for our placement services at a rate not in excess of fifteen percent (15%) of the cost of the requested advertising; and (4) we will, upon request, provide advertising consulting and media planning services to you or groups of members for a mutually agreed upon fee.
• c. We may hold conferences or conventions from time to time to discuss matters such as sales techniques, product selection and costs to members, performance standards, advertising programs, new products and programs, and operational modifications and updates. You must attend our annual convention. We will bear the cost of your registration fee for your first convention, but you must pay all related travel, lodging and other personal expenses you incur. You must also attend FTG's annual convention in subsequent years, in order to receive the full benefit of the FTG System, and we reserve the right to charge you a fee if you elect not to attend. We will charge you a registration fee for your attendance at all subsequent annual conventions, and you must pay all related travel, lodging and other personal expenses that you incur during such conventions. The annual conventions, voluntary training programs, and other elective conferences will be held in a location within the United States designated by FTG. After the first year, attending members are expected to bear the expenses of attending these elective conferences.
• 5.3.

Source: Item 23 — RECEIPTS (FDD pages 47–204)