US Minimum Advertised Price Policy Internet Sellers

Transcription

1 US Minimum Advertised Price Plicy Internet Sellers New Price List in effect n January 1 st, Intrductin VIP Prducts is transfrming the way cnsumers think abut and use dg tys in their pet s lives. VIP is cntinuusly innvating and researching new materials and cnstructin methds t stay n the leading edge f design, perfrmance and safety. We recgnize that ur success is tied t the success f ur netwrk f select authrized dealers. We als knw that many f ur dealers invest significant time and resurces t deliver an extrardinary custmer experience. We want t prtect their ability t d s, while at the same time discuraging price-based advertising that wuld be detrimental t ur dealer's service and supprt effrts. As a result, VIP has unilaterally established this Minimum Advertised Price ( MAP ) Plicy fr internet sellers. 2. Plicy Statement VIP Prducts (Herein after VIP), in its sle discretin, reserves the right t discntinue ding business with any reseller that advertises any prduct(s) cvered by this MAP Plicy at a price lwer than the MAP. 3. General Guidelines 1. All prducts distributed by VIP have MAP pricing. Fr a mre specific list f prducts cvered by this plicy please see the Map Prduct Price spreadsheet which includes the MSRP and MAP prices. VIP may in its sle discretin mdify this list frm time t time. 2. VIP recgnizes that dealers are free t make their wn decisins t advertise and sell any VIP prduct at any price they chse, withut cnsulting r advising VIP. Similarly, VIP will exercise its right t make its wn decisins regarding the VIP Authrized Reseller Prgram ( VARP ), supplemental marketing materials, pint-f-purchase displays, prduct allcatin, new prduct availability, r future prmtinal, jint marketing, r spnsrship prgrams. 3. The MAP Plicy applies t advertised prices n the internet, nt the price at which MAP Prducts are actually sld r ffered fr sale t an individual in-stre r ver the telephne. 4. VIP Believes in maintaining a well-regulated and fair marketplace fr all its authrized resellers. 4. Advertising Guidelines 1. The MAP Plicy applies t all advertisements f MAP Prducts in any, and all media directing a persn t purchase nline, including but nt limited t flyers, psters, cupns, mailers, inserts, newspapers, magazines, catalgs, televisin, radi, and public signage, as well as Internet sites, scial media sites, apps, r any ther electrnic media. 2. The MAP Plicy des NOT apply t slely n premise r in-stre advertising that is nt distributed t custmers. 3. Website features such as click fr price, autmated bunce-back pricing s, pre-frmatted respnses, frms, and autmatic price display fr any items prir t being placed in a custmer s shpping cart, and ther similar features are cnsidered t be cmmunicatins initiated

2 by the dealer (rather than by the custmer) and thereby cnstitute advertising under this MAP Plicy. 4. It SHALL NOT be a vilatin f this MAP Plicy t advertise that a custmer may call fr price r fr price, r t use similar language, specifically with respect t VIP Prducts, s lng as n price is listed. 5. This MAP Plicy als applies t any activity which VIP determines, in its sle discretin, is designed r intended t circumvent the intent f this MAP Plicy, such as slicitatins fr grup purchases and the like. 6. It SHALL NOT be a vilatin f this MAP Plicy t advertise in general that the reseller has the lwest prices r will match r beat its cmpetitrs prices, r t use similar phrases; s lng as the reseller des nt include any advertised price belw MAP and therwise cmplies with this MAP Plicy. 7. Frm time t time, VIP may permit resellers t advertise MAP Prducts at prices lwer than the MAP retail price. In such events, VIP reserves the right t mdify r suspend the MAP retail price with respect t the affected prducts fr a specified perid f time by prviding advance ntice t all resellers f such changes. 5. Bundling Guidelines 1. Bundling r advertising VIP prducts fr sale tgether with ther prducts will vilate this MAP Plicy when: i. the effective r stated price f the bundle represents a discunt f greater than 15% f the MAP; r ii. the prduct(s) bundled with MAP Prducts vilate VIP's Intellectual Prperty rights; r iii. the prduct(s) bundled with MAP Prducts vilate the VIP Trademark and Brand Plicy r iv. the prduct(s) bundled with MAP Prducts include wrds, packaging, graphics, r ther indicia which may create custmer cnfusin as t the surce f the prduct(s); 6. Plicy Enfrcement 1. If a dealer with multiple websites vilates this MAP Plicy at any ne site, r n any assciated website, then VIP will cnsider this t be a vilatin by the dealer. 2. VIP reserves the right t cancel any pending rders, restrict future rders, r suspend dealers' accunt if VIP reasnably believes: i. a dealer has vilated the prvisins f this plicy; r ii. a dealer intends t vilate this plicy. 3. VIP's MAP Plicy Administratr is slely respnsible fr determining whether a vilatin f the MAP Plicy has ccurred, as well as determining apprpriate sanctins. 4. Waivers t this MAP Plicy may be granted in VIP's sle discretin by the MAP Plicy Administratr in writing. VIP Sales, Marketing, r ther persnnel are nt authrized t mdify r grant exceptins t the MAP Plicy. In the event that the MAP Plicy Administratr authrizes a

3 waiver t the MAP Plicy, dealers must strictly adhere t the terms f the waiver letter. Deviatin frm the terms f a waiver letter is a vilatin f the MAP Plicy. 5. VIP mnitrs the advertised prices f dealers, either directly r via the use f 3rd party agencies r tls. Dealers are expected t prvide reasnable cperatin in any VIP investigatins regarding pssible MAP Plicy vilatins. Hindering, bstructing, delaying, r therwise failing t cperate with a VIP MAP Plicy investigatin is a vilatin f this MAP Plicy. 6. The MAP Plicy will be enfrced by VIP in its sle discretin and withut ntice. Dealers, distributrs, resellers, have n right t enfrce the MAP Plicy. Vilatins f this plicy may result in any f the afrementined sanctins up t and including terminatin f ur business relatinship, as well as any available remedies at law. All questins related t this MAP Plicy shuld be directed t: crprate@vipprducts.cm 7. Three Strikes Yu re Out Strike 1: Warning : When a dealer is fund t be in vilatin f MAP Plicy a warning letter will be sent via ur 3 rd party mnitring agency r frm VIP directly ntifying the dealer f the vilatin and specific details. Upn the issue date f the vilatin the dealer has 72 hurs t crrect the vilatin. Failure t crrect any vilatin within the windw prvided will escalate the dealer t Strike 2. Strike 1 Remval: Strike 1 vilatins will have an enfrcement perid f 30 days. After 30 days strike 1 will be remved. Any dealer with 3 r mre warning vilatins in a six-mnth perid will lse their right t have a warning expunged after 30 days. Strike 2 Temprary Suspensin: Any Dealer that receives 2 r mre vilatins in a 30day perid r fails t crrect a MAP vilatin within the 72-hur time perid will immediately have their trading relatinship suspended until all vilatins are reslved. Any pending rders r subsequent rders placed during the suspensin perid will be rejected by VIP and nt fulfilled. If the MAP plicy vilatin cntinues with n actin n behalf f the retailer, Strike 3 will be issued immediately. Strike 3: 30 Day Minimum Suspensin Any pending rders r subsequent rders placed in the 30 day minimum suspensin perid will be rejected by VIP and nt fulfilled. VIP Reserves the right t issue r retract any vilatin at its wn discretin. 8. Prvisins Applicable t VIP Prducts Distributrs: VIP in its sle discretin may use a whlesale Distributr t resell prducts t retailers. Distributrs must cmply with and enfrce VIP s unilaterally impsed Minimum Advertised Price ("MAP") Plicy with its custmers. Distributrs must regularly research and cnfirm that their custmers are adhering t MAP and restrict sales t a custmer that is nt cmplying t MAP. If ntified by VIP that a distributrs custmer is nt adhering t MAP, the distributr must discntinue selling and shipping prducts t the vilating custmer, the time frame f the restrictin will depend n the custmer s vilatin status, and the custmer s willingness t crrect its vilating listing. VIP reserves the right t nt ship r sell any custmer at its sle discretin and distributrs are expected t reinfrce VIPs restricted seller list. Failure, will result in VIP discntinuing shipping prducts n purchase rders t the Distributr.

4 VIP Intellectual Prperty Use Internet Sellers 9. Intellectual Prperty: Use by Reseller f VIP Intellectual Prperty. Reseller agrees t cnfrm t VIP s plicy as set frth herein regarding the use f its intellectual prperty ("IP"). If VIP des prvide authrizatin t use VIP IP, the authrized IP will nt be altered frm the riginal prvided, r used in cmbinatin with any nn-authrized material nt related t VIP t market prducts made by VIP prducts. VIP s IP includes but is nt limited t trademarks, trade dress and cpyrights in the images and text VIP uses t describe and market the Prducts, including but nt limited t vide, graphics, bx designs, marketing materials and/r cpyrighted print advertising. VIP s trademarks include the fllwing, and are regularly updated at all trademarks listed are hereby VIP's "IP" and are hereby incrprated by reference: indicates that the trademark is registered at the US Patent and Trademark Office. TUFFY MIGHTY SILLY SQUEAKER RUGGED RUBBER DURAFORCE INSANITY MEGA WORLD S TUFFEST SOFT DOG TOY DURASCALE TUFFSCALE All Ty Shapes, Designs, and Prints are cpyrighted 10. Restricted use f Intellectual Prperty fr Traditinal Advertising: Reseller may nt use VIP s IP r resell VIP s prducts withut VIP s prir written authrizatin, executed in handwriting by a VIP fficer, including but nt limited t any f the fllwing situatins: a. Magazine and newspaper advertising b. Televisin, radi, billbard 11. Restricted use f Intellectual Prperty fr Internet Marketing: Reseller may nt use VIP s IP r resell VIP s prducts n the internet withut VIP s prir written authrizatin, executed in handwriting by a VIP fficer, including but nt limited t any f the fllwing situatins: A: Any paid advertising allwing persns t bid n any VIP trademark as a search term entered by a visitr t the search engine site, alne r in cmbinatin with ther wrds, including but nt limited t: 1. Ggle AdWrds Prgram 2. Bing Ads 3. Yah/Bing/MSN Netwrk

5 B: Online stres and marketplaces, including but nt limited t 1. Amazn.cm 2. ebay.cm 3. Ggle Prduct Search 4. BestBuy 5. Shpzilla.cm 6. Walmart 7. Target 8. Sears 9. Overstck 10. Newegg 11. Jet 12. Hayneedle 13. Chewy.cm C: Scial Netwrking Sites, including but nt limited t 1. Facebk 2. Twitter 3. Pinterest 4. Ggle 5. Instagram 6. Snapchat Reseller may use VIP s IP in the fllwing situatins: a. Resellers may use VIP s IP as previusly apprved by VIP per the terms f this Agreement. b. Resellers may elicit internet search results displaying VIP IP as the result f rganic search results frm reseller web sites that have been previusly, expressly apprved by a VIP fficer in writing. c. Use by a Reseller f VIP trademarks in the Reseller sites Prducts site s prduct descriptin cntent, if and nly if that prduct is ffered fr sale by the Reseller under the cnditins f this Agreement. VIP will prvide authrized images and text fr VIP-apprved uses theref upn request f Resellers wh are in gd standing. Reseller may nt redistribute such images and text t thers withut VIP s prir written authrizatin, executed in handwriting by a VIP fficer. Any unauthrized use f VIP IP is a material breach f this Agreement, and may at VIP s sle discretin result in the lss f any C-Op Allwance granted by VIP t Reseller, and may result in VIP s institutin f legal actin. VIP als may, at its sle discretin, refuse t supply Reseller with any further VIP prduct.