Does the Learningrx agreement specify any limitations on the Franchisor's ability to modify the System?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
- 6.3 Change of Marks.
Franchisor may add, modify, or discontinue any Marks to be used under the System.
Within a reasonable time of receiving written notification of any change, Franchisee must comply with the change, at Franchisee's sole expense.
13.02. System Modification. Franchisor may modify and update its Operations Manual, the Marks and the System unilaterally under any conditions and to any extent which Franchisor, in the exercise of its sole discretion, deems necessary to meet competition, protect its trademarks or trade name, or improve the quality of the products or services provided through the Centers and Area Developer shall exclusively incur the costs of any such change in the Center or the System which has been caused by such modification. In the event that any improvement or addition to the Operations Manual, the System or the Marks is developed by Area Developer and approved in writing by Franchisor, then Area Developer agrees to grant to Franchisor an irrevocable, world-wide, exclusive, royalty free license, with the right to sub-license such improvement or addition.
6.5 Marks on the Internet.
Franchisor retains the sole right to use the Marks and market on the Internet, including all use of Websites, domain names, URL's, linking, advertising, and co-branding arrangements.
Franchisee may not establish a presence on the Internet except as we may specify, and only
with our prior written consent. Franchisee will provide Franchisor with content for Franchisor's Internet marketing, and Franchisee must sign the Internet and intranet usage agreements when developed by Franchisor. Franchisor retains the right to approve any linking to or other use of LearningRx's Website.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, Learningrx has the power to modify and update its Operations Manual, Marks, and the System. This can be done unilaterally under any conditions and to any extent which Learningrx, in its sole discretion, deems necessary to meet competition, protect its trademarks or trade name, or improve the quality of the products or services provided through the Centers. The Area Developer is responsible for covering the costs of any changes to the Center or System caused by these modifications.
If the Area Developer develops any improvements or additions to the Operations Manual, System, or Marks, and Learningrx approves them in writing, the Area Developer must grant Learningrx an irrevocable, worldwide, exclusive, royalty-free license with the right to sub-license the improvement or addition.
Learningrx also retains the sole right to use the Marks and market on the Internet, including all use of Websites, domain names, URLs, linking, advertising, and co-branding arrangements. Franchisees may not establish an internet presence except as specified by Learningrx and only with prior written consent. Franchisees must provide Learningrx with content for Learningrx's Internet marketing and must sign the Internet and intranet usage agreements developed by Learningrx. Learningrx retains the right to approve any linking to or other use of Learningrx's Website.
These stipulations mean that Learningrx franchisees must adapt to changes implemented by the franchisor and bear the associated costs. Additionally, any improvements developed by the franchisee for the Learningrx system become the property of the franchisor, highlighting the importance of understanding the scope and implications of these modifications.