MINIMUM ADVERTISED PRICE (MAP) POLICY
Motool, Inc., (DBA Motool) (“Motool”), has adopted the following Minimum Advertised Price Policy (“MAP Policy”) for all Motool products, except as designated by Motool. Motool’s goal in establishing this policy is to avoid degradation of, or damage to, the premium quality and image of its Products and to the trademarks, other marks, brands or trade names under which its Products are sold. Motool intends to sell these Products only to Distributors/Resellers that do not advertise Products below the Minimum Advertised Price set forth in this policy. Motool may choose to enforce this policy through action up to and including termination of a Distributor/Reseller or other authorized distributor that advertises any Product below the stated Minimum Advertised Price as set forth below. This MAP Policy will be applied and enforced as follows:
1. The minimum advertised price (“MAP”) for each Product shall be the price designated as the MSRP on the current Motool price list as issued by Motool from time to time. Current price lists may be obtained by contacting a Motool sales representative. The MAP for one or more products may be amended from time to time and may be suspended periodically for national, regional and/or seasonal promotions sponsored by Motool. Changes to the MAPs will be posted on the Motool website designated by Motool and will supersede the MAPs on the price lists. It is the responsibility of distributors of Motool Products to monitor the designated Motool website for updates.
2. This MAP Policy applies to any and all forms of print and electronic media, direct mail, and audio and video communications. Examples of communications to which the MAP Policy applies are set forth in the attached MAP Policy FAQs.
3. Motool considers any price advertised below the MAP a violation of its MAP Policy. For example, if a product with a MAP of $49.95 is advertised below $49.95, this is a violation of the MAP Policy.
4. Advertising two or more Products (i.e. two Motool products that are covered by this MAP Policy) for sale together (“Motool Product Bundle”) at a price less than the combined MAPs for each Product is a violation of this MAP Policy. Motool reserves the right to issue MAP Policy modifications that apply specifically to Motool Product Bundles. For example, if a Motool Product Bundle includes one Product with a MSRP of $49.95 and a second Product with a MSRP of $17.95, any advertisement at or above $67.90 (the combined MSRP of the Products) would comply with this MAP Policy. If Motool issued a $10 MSRP reduction for this same Motool Product Bundle, any advertisement at or above $57.90 would be in compliance; provided, however, that if the products were sold separately, the MAPs for the individual Products would remain at $49.95 (MSRP) and $17.95 (MSRP) respectively.
5. Advertisements featuring a Product, and either (a) another brand of product or (b) an Motool product that is not a Product will comply with this MAP Policy so long as the price in the advertisement is not lower than the Product’s MAP. In determining whether the advertisement contains a price in compliance with this MAP Policy, Motool will assess whether a reasonable viewer of the ad will, looking within the four corners of the advertisement, conclude that the ad is stating a price for the Product below the MAP.
For example, if a dealer advertises a Product at the MAP, and provides a free non-Motool branded screen protector, the advertisement complies with this MAP Policy. If, however, the advertisement shows the Product at the MSRP and the screen protector at the store’s normal retail price, and then shows a “15% off” of the package, the advertisement violates this MAP Policy. As another example, assume the dealer advertises a Product and a non-Motool branded stylus as “Originally $59.95, now reduced to $44.50.” If the Product has a MAP of $44.95 or higher, then the advertisement violates this MAP Policy because even if the stylus is priced at zero, the net advertised price of the Product is lower than the MAP. In no event may the packaged price of a Product, and either a non-Motool product or a non-Product, be more than 10% below the MSRP of the Product.
6. The MAP Policy applies to advertised prices of all products unless explicitly expressed by Motool.
7. Motool reserves the right to modify, suspend, or cancel the MAP Policy, or modify any or all MAPs at any time. Motool will provide notice of any such modifications, suspension or cancellations on the designated Motool website. It is the responsibility of each member of Motool’s distribution network to monitor the Motool designated website for updates.
8. If a dealer advertises prices below those required by this MAP Policy, Motool shall take appropriate action to enforce this MAP Policy, including but not limited to one or more of the following actions:
a. Notify the dealer of the non-compliant advertisement with a reminder of Motool’s MAP Policy on Products.
b. Suspend the dealer’s right to sell the Motool Product in question for a period of time (e.g., thirty
(30), forty-five (45) or ninety (90) days) depending on the breadth and severity of the MAP Policy violation, commencing from the date of notice from Motool;
c. Suspend the dealer’s right to sell the entire Motool series designation in question (e.g., Defender Series, or Commuter Series, etc.) for a period time (e.g., thirty (30), forty-five (45) or ninety (90) days) depending on the breadth and severity of the MAP Policy violation, commencing from the date of notice from Motool;
d. Suspend the dealer’s right to sell the entire Motool product portfolio for a period of time (e.g., thirty (30), forty-five (45) or ninety (90) days) depending on the breadth and severity of the MAP Policy violation, commencing from the date of notice from Motool;
e. Suspend the dealer’s right to sell the entire Motool product portfolio for a period of not less than one (1) year, commencing from the date of notice from Motool; and/or
f. Terminate the Distributor/Reseller Agreement or other relevant agreement between Motool and the member of the distribution network who has violated this MAP Policy.