What is the Floors To Go franchisee's obligation regarding the validity of the Marks?
Floors_To_Go Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
Source: Item 23 — RECEIPTS (FDD pages 47–204)
What This Means (2025 FDD)
According to the 2025 Floors To Go Franchise Disclosure Document, franchisees have specific obligations regarding the brand's trademarks and service marks (collectively referred to as "Marks"). Floors To Go franchisees must acknowledge the company's ownership and rights to the Marks and agree not to take any actions that could harm those rights. This includes upholding the validity of all trademark registrations.
Specifically, franchisees are prohibited from challenging or contesting the validity of the Floors To Go Marks or the company's rights to them. They also cannot willingly become involved in litigation where others are contesting the Marks. The franchisee's obligations to Floors To Go under the franchise agreement cannot be avoided or reduced based on claims that the Marks are invalid. Any use of the Marks by the franchisee must benefit Floors To Go, and the franchisee cannot acquire any rights to the Marks beyond the license granted in the agreement.
Floors To Go retains the exclusive right to file and pursue trademark registrations, and franchisees must cooperate with the company in these efforts. Franchisees are also required to provide written notice of any infringement or challenges to the use of the Floors To Go Marks. These stipulations are typical in franchising, as the strength and protection of the franchisor's trademarks are crucial to the entire system's success. By preventing franchisees from contesting the trademarks, Floors To Go aims to maintain consistent brand control and protect its intellectual property.