What is the Floors To Go franchisee's obligation regarding the use of the FTG Marks?

itory, customers, or franchisor support. The conflict resolution provisions of the Agreement apply to any disputes relating to your FTG membership.

4. Our Name and Mark

One of our most valued assets is our intellectual property rights in our name. As such, at no time will you be permitted or authorized, directly or indirectly, to take any action to contest our ownership, title, right, or interest in the "Floors To Go" trade names, trademarks, service marks, trade secrets, methods, procedures, or advertising techniques which are a part of our business, or to contest our sole right to register, use, or license others to use such trade names, trademarks, service marks, trade secrets, methods, procedures, or advertising techniques.

4.1. Ownership Rights Defined.

• a. Your use of our service marks, trade names, and trademarks, including, but not limited to, Floors To Go and design and Floors To Go Your Hometown Flooring Center and design (collectively referred to as the "FTG Marks" or the "Marks") shall inure to our sole benefit. We are the sole owner of all right, title, and interest in and to the FTG Marks and goodwill attributed to the use of the FTG Marks. You expressly disclaim any and all rights, title, and interest in and to the FTG Marks licensed for your use and to any additional marks introduced by us after execution of this Agreement.
• b. All rights in and to the Marks, including, without limitation, trademark, design, patent and copyright rights, other than the user trademark rights specifically granted herein, are reserved to us. Any such rights which may arise in connection with your use of the Marks shall, without any requirement of notice or deed, be our property; provided, however, that you shall have the right, to the extent necessary in exercising your rights as a member hereunder, to the use of such rights during the Original Term and any Renewal Term of this Agreement only in Your Territory.

• c. Whenever requested by us, whether during the term or thereafter, you shall execute such documents and instruments as our legal counsel may deem necessary or appropriate to confirm our ownership of all rights in and to the Marks, to maintain the validity of the Marks, or to obtain or maintain registrations thereof.
• d. You agree that the nature and quality of the goods sold by you or on your behalf in connection with Marks shall be subject to our approval, and we shall have the right to inspect the quality of the goods sold under Marks.
• e. You may not transfer or assign to anyone, including your employees or independent contractors, your rights to use the Marks or your rights to participate in the FTG System or any of the FTG programs.
• 4.2. Use of the FTG Marks and Names. You shall confine your use of the FTG Marks to the sale of products and services authorized by us, unless otherwise approved in writing. You shall use the FTG Marks only in connection with the FTG System, and such use is specifically limited to your operation within Your Territory. Use of the FTG Marks or reference to your FTG location for any other business, event, or purpose is strictly prohibited, except with our prior written consent. If you or an affiliate of yours owns or operates an Abbey Carpet Showroom or a The Floor Club Showroom, you are expressly prohibited from using the Abbey Carpet name, marks or business address or The Floor Club name, marks or business address in any FTG advertisement or other form of publicity, which may include newspaper and radio advertisements, signs, billboards, flyers, coupons or similar items. You specifically acknowledge and agree that you are not permitted to use our corporate name or trade names or the FTG Marks, or any colorable imitations of those FTG Marks, for identifying, referencing, linking or otherwise connecting to any Internet Web Site or Domain Name other than those Internet Web Sites and Domain Names as are presently, or may be subsequently, owned by or registered to us. You further acknowledge and agree that you shall not be permitted to use or assist others, in any manner whatsoever, with using the FTG Marks or our corporate name, trade names, trade symbols, logos, emblems, slogans or designs, in whole or in part, to offer or 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.

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