Under what conditions will Fly Fitness indemnify the franchisee for expenses and damages arising from a claim challenging the use of Principal Marks?

According to Fly Fitness's 2024 Franchise Disclosure Document, Fly Fitness will indemnify a franchisee for expenses and damages arising from a claim challenging the authorized use of the Principal Marks or other trademarks if the franchisee meets specific conditions.

Specifically, the franchisee must notify Fly Fitness immediately upon learning of any infringement or challenge to their use of the Principal Marks or other trademarks. Furthermore, the franchisee must be in full compliance with the Franchise Agreement. If these conditions are met, Fly Fitness will cover all expenses and damages resulting from the claim.

Fly Fitness retains the right to control any administrative proceedings or litigation related to the Principal Marks or other trademarks licensed to the franchisee. The franchisee is obligated to cooperate fully with Fly Fitness in defending or settling any such litigation. This arrangement ensures that Fly Fitness maintains control over the legal defense of its trademarks while providing financial protection to franchisees who adhere to the agreement and promptly report any potential issues.

It is important to note that Fly Fitness also reserves the right to substitute different marks if the current mark can no longer be used or if a substitution is deemed beneficial to the system. In such cases, the franchisee may be required, at their own expense, to modify or stop using any mark, including the Principal Marks, or to use one or more additional or substitute marks. This highlights the importance of understanding the terms and conditions related to trademark usage and potential changes within the Fly Fitness franchise system.