Who owns the technology and intellectual property resulting from the Fly Fitness Brand Fund?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
ales concepts, programs or materials proposed or developed by Franchisee for the Fly Fitness brand and approved by Franchisor may be used by other System franchisees without any compensation to Franchisee.
14. INTELLECTUAL PROPERTY.
14.1 Ownership.
- 14.1.1. Franchisee expressly understands and acknowledges that Fly A Fitness Revolution, LLC, or its successor, ("Licensor") is the record owner of the Marks. Franchisor holds the exclusive right to license the Marks to franchisees of the System for use pursuant to the System. Franchisee further expressly understands and acknowledges that Franchisor claims copyrights on certain written material used in the System, including but not limited to, forms, advertisements, promotional materials, photographs, social media content, the Website, and the Manual, whether or not Franchisor has filed for copyrights thereto with the U.S. Copyright Office. The Marks and copyrights are hereafter together referred to as the "Intellectual Property".
- 14.1.2. As between Franchisor and Franchisee, Licensor and Franchisor are the owner of all right, title and interest in and to the Intellectual Property and the goodwill associated with and symbolized by them.
- 14.2. No Interference. Neither Franchisee nor any Principal shall take any action that would prejudice or interfere with the validity of Franchisor's or Licensor's rights with respect to the Intellectual Property. Nothing in this Agreement shall give the Franchisee any right, title, or interest in or to any of the Intellectual Property or any of Franchisor's or Licensor's service marks, trademarks, trade names, trade dress, logos, copyrights or proprietary materials, except the right to use the Intellectual Property and the System in accordance with the terms and conditions of this Agreement for the operation of a Franchised Business and only at or from the Franchised Business location or in approved advertising related to the Franchised Business.
- 14.3. Goodwill. Franchisee understands and agrees that any and all goodwill arising from Franchisee's use of the Intellectual Property and the System shall inure solely and exclusively to the benefit of Franchisor and Licensor, and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Franchisee's use of the Intellectual Property.
- 14.4. Validity. Franchisee shall not contest 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.
Source: Item 22 — CONTRACTS (FDD pages 44–45)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, Fly A Fitness Revolution, LLC, or its successor, is the record owner of the Marks. Fly Fitness holds the exclusive right to license the Marks to franchisees for use within the Fly Fitness system. Fly Fitness also claims copyrights on written material used in the system, including forms, advertisements, promotional materials, photographs, social media content, the Website, and the Manual, whether or not Fly Fitness has filed for copyrights with the U.S. Copyright Office. The Marks and copyrights are collectively referred to as the "Intellectual Property."
As between Fly Fitness and the franchisee, Fly Fitness is the owner of all right, title, and interest in and to the Intellectual Property and the goodwill associated with and symbolized by them. The franchisee cannot take any action that would prejudice or interfere with the validity of Fly Fitness's rights with respect to the Intellectual Property. Nothing in the Franchise Agreement gives the franchisee any right, title, or interest in or to any of the Intellectual Property, except the right to use it in accordance with the terms and conditions of the agreement for the operation of a franchised business.
Any goodwill arising from the franchisee's use of the Intellectual Property and the Fly Fitness system benefits Fly Fitness and the Licensor exclusively. Upon expiration or termination of the Franchise Agreement, no monetary amount will be assigned to any goodwill associated with the franchisee's use of the Intellectual Property. The franchisee acknowledges that any unauthorized use of the Intellectual Property constitutes an infringement of Fly Fitness's rights and a material event of default under the agreement.