Does Learningrx reserve the right to operate LearningRx Centers outside of the franchisee's territory?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee acknowledges that the Franchise granted hereunder is non-exclusive and that Franchisor and its Affiliates retain the exclusive right, among others:
(a) to own, use, operate and to license and Franchise others to use, the Marks and System for the operation of LearningRx Centers at any location other than in the Territory, regardless of proximity to the Territory;
(b) to use and Franchise the use of trademarks or service marks other than the Marks, whether in alternative channels of distribution or at any location including the Territory, except for products provided "trainer to student," in association with operations that are similar to or different than the LearningRx Center;
(c) to offer the services or products, or grant others the right to offer the services or products, whether using the Marks or other trademarks or service marks, except products provided "trainer to student", through alternative channels of distribution, including without limitation, retail locations and other channels of distribution (other than LearningRx Centers) such as stores, shops, kiosks, malls, airports, and college campuses, at special events and other channels of distribution such as television, mail order, catalog sales, wholesale to unrelated retail outlets, or over the Internet, whether inside or outside the Territory;
(d) to any websites utilizing a domain name incorporating the word "LEARNING" or "RX" or similar derivatives thereof.
Franchisor retains the sole right to market on the Internet and use the Marks on the Internet, including all use of websites, social networking sites, domain names, URL's, directory addresses, metatags, linking, advertising, and co-branding and other arrangements.
Franchisee may not independently market on the Internet, or use any domain name, social networking site, address, locator, link, metatag, or search technique, with words or symbols similar to the Marks or otherwise establish any presence on the Internet without Franchisor's prior written approval.
Franchisor intends that any Franchisee website be accessed only through Franchisor's home page.
Franchisee will provide Franchisor with content for Franchisor's Internet marketing, and will sign Internet and intranet usage agreements, if any.
Franchisor retains the right to approve any linking or other use of its website;
- (e) to acquire businesses that are the same as or similar to the LearningRx Center and operate such businesses regardless of where such businesses are located, including inside the Territory and to be acquired by any third-party which operates businesses that are the same as or similar to the LearningRx Center regardless of where such businesses are located, including inside the Territory;
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, Learningrx retains specific rights regarding the operation, licensing, and franchising of LearningRx Centers outside of a franchisee's designated territory. Specifically, Learningrx reserves the right to operate or franchise others to operate LearningRx Centers at any location outside the franchisee's territory, regardless of its proximity. This means that while a franchisee is granted a territory, Learningrx is not restricted from establishing other centers nearby, potentially creating competition.
Learningrx also retains the right to use and franchise the use of other trademarks or service marks (besides the LearningRx marks) in alternative distribution channels, including within the franchisee's territory, except for products provided "trainer to student." They can offer services or products through various channels like retail locations, stores, kiosks, malls, airports, special events, television, mail order, catalogs, wholesale, or the Internet, whether inside or outside the franchisee's territory. This broad reservation of rights allows Learningrx to explore different business models and partnerships without being limited by individual franchise agreements.
Furthermore, Learningrx maintains exclusive control over Internet marketing and the use of its marks online, including websites, social media, domain names, and advertising. Franchisees are restricted from independent Internet marketing or using domain names similar to LearningRx's marks without prior written approval. Learningrx also reserves the right to acquire similar businesses, regardless of their location, including those within a franchisee's territory. These stipulations highlight that the Learningrx franchise is non-exclusive, and the franchisor retains significant control over expansion and alternative channels of distribution, which could impact a franchisee's market and revenue potential.