What does the Floors To Go intellectual property (IP) license grant to franchisees?
Floors_To_Go Franchise · 2025 FDDAnswer from 2025 FDD Document
By signing this Membership Agreement (the "Agreement") you agree to the terms and conditions contained herein.
1. Our Relationship
1.1. Your Membership. You will have the right to (a) participate as a member in the FTG System for the purchase of floor coverings and window covering products, and to indicate to the public that your independent business is operated as part of the FTG System; (b) participate in the FTG CashBack Program (see Section 7.2 for details); and (c) adopt and use our selected trademarks, service marks, and trade names with our signs, emblems, and insignia.
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.
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.
Source: Item 23 — RECEIPTS (FDD pages 47–204)
What This Means (2025 FDD)
According to the 2025 Floors To Go FDD, the franchise agreement grants members the right to participate in the FTG System for purchasing floor and window coverings and to indicate to the public that their business is part of the FTG System. Floors To Go members can also participate in the FTG CashBack Program. Additionally, franchisees are allowed to use Floors To Go's trademarks, service marks, and trade names, including their signs, emblems, and insignia.
However, the FDD also clarifies that Floors To Go retains ownership of all rights, titles, and interests in the FTG Marks and the goodwill associated with them. Franchisees acknowledge that any rights arising from their use of the Marks become the property of Floors To Go. This means that while franchisees can use the Floors To Go brand to operate their business, they do not gain any ownership of the brand's intellectual property.
Floors To Go also maintains the right to protect and maintain its name, mark, and related logos against misuse or unauthorized use. The franchisee agrees not to contest the validity of the Marks or Floors To Go's rights to them. Any modifications or adaptations of the Marks used by the franchisee become the property of Floors To Go and are subject to the agreement. Floors To Go alone has the right to file for trademark registrations, and franchisees must cooperate with these filings, although the expenses are borne by Floors To Go.