What is the 'Proprietary Marks' in the context of a Hyper Kidz franchise?

According to Hyper Kidz's 2024 Franchise Disclosure Document, the "Marks" are defined as the trademarks, service marks, logos, other commercial symbols, and any Domain Name that Hyper Kidz authorizes a franchisee to use. This includes the mark "Hyper Kidz" and the "Trade Dress." These marks are used to identify the services and/or products offered by the Hyper Kidz Business. However, these marks are subject to modification and discontinuance, and may include additional or substitute trademarks, service marks, logos, commercial symbols, and trade dress as provided in the Franchise Agreement.

Hyper Kidz retains all rights to the Marks and the sale of approved products and services worldwide. The franchise agreement grants the franchisee the right to operate their Hyper Kidz Business at a single location and within a specific territory, using the licensed Marks. The franchisee must identify themselves as an independent owner of the Hyper Kidz Business in conjunction with any use of the Marks, including on invoices, order forms, receipts, business stationery, and contracts.

The franchisee's right to use the Marks is derived solely from the Franchise Agreement and is limited to the operation of the Hyper Kidz Business in compliance with the agreement. Any unauthorized use of the Marks constitutes a material breach of the agreement and an infringement of Hyper Kidz's rights. All usage of the Marks by the franchisee and any goodwill established inures to the exclusive benefit of Hyper Kidz, and the agreement does not confer any goodwill or other interests in the Marks upon the franchisee other than the right to operate the Hyper Kidz Business in compliance with the agreement.

Hyper Kidz does not represent or warrant that any of the Marks are registered or registerable, that they have the right or exclusive right to use any of the Marks, or that the Marks do not infringe any intellectual property, proprietary, or other right of any person. If Hyper Kidz decides to modify or discontinue the use of any Mark or aspect of the Trade Dress, the franchisee must comply immediately with their directions. Hyper Kidz is not obligated to reimburse the franchisee for any expenditures made to modify or discontinue the use of a Mark or to adopt substitutes, nor to compensate for any goodwill related to the discontinued Mark.