What is Fly Fitness allowed to do regarding the use of intellectual property by others?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
ontest the validity of, or Franchisor's or Licensor's interest in, the Intellectual Property or assist others to contest the validity of, or Franchisor's or Licensor's interest in, the Intellectual Property.
- 14.5. Infringement. Franchisee acknowledges that any unauthorized use of the Intellectual Property shall constitute an infringement of Franchisor's or Licensor's rights in the Intellectual Property and a material event of default hereunder. Franchisee shall provide Franchisor or Licensor with all assignments, affidavits, documents, information and assistance Franchisor or Licensor reasonably requests to fully vest in Franchisor or Licensor all such rights, title, and interest in and to the Intellectual Property, including all such items as are reasonably requested by Franchisor or Licensor to register, maintain, and enforce such rights in the Intellectual Property.
- 14.6. Substitution. Franchisor reserves the right to substitute different Marks for use in identifying the System and the Franchised Business, if it in its sole discretion, determines that substitution of different Marks will be beneficial to the System. Franchisor will not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any additions, modifications, substitutions, or discontinuation of the Marks. Franchisee covenants not to commence or join in any litigation or other proceeding against Franchisor for any of these expenses, losses, or damages.
- 14.7. Franchisee's Use of the Intellectual Property. With respect to Franchisee's use of the Intellectual Property pursuant to this Agreement, Franchisee further agrees that:
- 14.7.1 Unless otherwise authorized or required by Franchisor, Franchisee shall advertise the Franchised Business only under the Mark "Fly Fitness" and design. Franchisee shall not use the Marks, or any portions, variations, or derivatives thereof, as part of its corporate or other legal name. All fictitious names used by Franchisee shall bear the designation "a franchisee of Fly Fitness Franchise, L.L.C.".
- 14.7.2. Franchisee shall identify itself as the owner of the Franchised Business and as an independent Fly Fitness franchisee in conjunction with any use of the Intellectual Property, including, but not limited to, uses on invoices, order forms, receipts, and contracts, as well as the display of a notice in such content and form and at such conspicuous locations on the premises of the Franchised Business as Franchisor may designate in writing.
- 14.7.3. Franchisee shall not use the Intellectual Property to incur any obligation or indebtedness on behalf of Franchisor.
- 14.7.4.
Source: Item 22 — CONTRACTS (FDD pages 44–45)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, Fly Fitness has broad discretion to protect and control its intellectual property. Fly Fitness owns all rights, titles, and interests in its intellectual property, including trademarks and copyrights, and any goodwill associated with its use benefits Fly Fitness.
Fly Fitness has the right to take action against infringements of its intellectual property. The franchisee must notify Fly Fitness immediately of any apparent infringement or challenge to the use of any intellectual property. Fly Fitness has complete discretion to take action it deems appropriate, including controlling any settlement, litigation, or other proceeding. The franchisee must assist Fly Fitness in protecting its intellectual property.
Fly Fitness also reserves the right to substitute different marks for use in identifying the system and the franchised business if it determines that doing so will benefit the system. Fly Fitness will not be liable to the franchisee for any expenses, losses, or damages sustained as a result of any additions, modifications, substitutions, or discontinuation of the marks.