derigorem Minimum Advertised Price (MAP) Policy
De Rigo Rem Unilateral Minimum Advertised Pricing ("MAP") Policy
This REM Optical Company, Inc, dba DE RIGO REM ("De Rigo REM") Unilateral Minimum Advertised Pricing ("MAP") Policy (the "Policy") is effective as of October 27th, 2021.
This Policy has been established solely and unilaterally by De Rigo REM, and will be administered unilaterally and enforced by De Rigo REM in accordance with the terms hereof. Each retailer (including, but not limited to, mobile commerce retailers, internet retailers and brick-and-mortar retailers) of De Rigo REM products in the Territory (hereinafter defined) (each, a "Retailer") shall be informed of this Policy and all exhibits hereto, as well as any updates or modifications to the Policy and exhibits made by De Rigo REM from time to time in its sole discretion, as shared and accessible on De Rigo REM's website.
- Definition of Advertising. For purposes of this Policy, "advertising" or "advertise" means any communication by a Retailer to a consumer identifying or referring to any De Rigo REM product that is subject to this Policy, whether direct or indirect, in any media now known or hereafter invented, except as otherwise provided herein, including, without limitation, newspaper, magazine and catalogue advertisements; flyers; posters; billboards and other public signage; mailings and mail inserts (whether by regular mail or email); television, radio and internet video advertisements; internet pop-ups, banners, metatags, keywords or other search engine optimization advertisements; social media, blog and internet application postings and advertisements; coupons; and all automated responses to requests for pricing information, including, but not limited to, "click for latest price" and automated "bounce back" pricing emails; pre-formatted e-mail responses, and forms. "Advertising" or "advertise" shall not refer to (i) in-store advertising (where "in-store" refers solely to brick-and-mortar locations) that is not distributed to the consumer; or (ii) face-to-face or live, direct telephonic or electronic communications between a consumer and an actual Retailer representative (human to human interaction) in response to a specific inquiry from the consumer as to product pricing.
- Advertised Prices. This Policy sets forth the minimum price at which Retailers may advertise De Rigo REM products, specifically, those listed in Exhibit A hereto (collectively, the "Products"). The minimum price at which Retailers may advertise the Products (the "MAP Price") is set forth in Exhibit A next to each Product. Exhibit A may be modified or updated by De Rigo REM from time to time upon reasonable notice to the Retailers. Any Retailer who advertises any Product below the then-current MAP Price shall be deemed in violation of this Policy.
- Territory. This Policy shall be applicable to all Retailers in the United States (the "Territory").
In addition to the limitations on advertising in general set forth in Section 1, online advertising shall also be subject to the terms of this Section 2.
As set forth in Section 1(a) above, posting prices on a Retailer's website, whether in banner advertisements, on product pages, in shopping carts, in automated pop-up, email or other electronic communications shall be deemed "advertisements" hereunder, and shall be subject to this Policy. Notwithstanding the foregoing, this Policy is not intended to prevent online Retailers from communicating the actual price of the Products to customers at the point of purchase, which such actual price shall be determined at the Retailer's sole and exclusive discretion, pursuant to Section 3(a) below. Accordingly, for the avoidance of doubt, it shall not be deemed "advertising" under this Policy to automatically display the price of a Product on the Retailer's "check-out" page or to indicate that a customer may "add to cart for latest price." For purposes of this Policy, the "check-out" page shall be considered the point of purchase page, which is reached by the customer after the shopping cart page, either by clicking a button that reads "proceed to purchase" or "check out" or "pay now" or something similar. Web pages displaying the items that have been placed in the customer's shopping cart along with their prices which are not "check-out" pages pursuant to the definition set forth above shall be deemed "advertisements" hereunder and shall be subject to this Policy. Examples of advertising that express or imply a price less than MAP Price include, but are not limited to, references which result in offering a price less than MAP Price, such as:
- click for price;
- add to cart (with no price listed);
- priced too low to print or prices so low we can't advertise them;
- instant rebates;
- promotional code or promotional coupon;
- displaying price with a strike through;
- "blow out", "unbelievable" or "incredible" pricing;
- displaying an online "shopping cart" price that is lower than the MAP Price outside the store or online "shopping cart".
Permitted Retailer Conduct
The activities described in this Section 3 shall not be deemed a violation of this Policy unless otherwise provided herein.
- Notwithstanding anything contained in this Policy, Retailers shall be free to sell any Product at any price, at their sole and exclusive discretion, without consulting or advising De Rigo REM of such prices.
- Retailers shall not be in violation of this Policy by advertising that a customer may "call for latest price" or "email for latest price" or something substantially similar thereto with respect to the Products, provided that no price below the MAP Price is set forth in the advertisement.
- It shall not be a violation of this Policy to post or publish an advertisement that provides generally that the Retailer has the "lowest prices" or a "best price matching" program, or anything substantially similar thereto, provided that the Retailer is otherwise in compliance with this Policy. Further, it shall not be a violation of this Policy to advertise a store-wide sale, provided that such advertisements do not include specific references to any Product or the Products generally.
- In the event that De Rigo REM offers or promotes a rebate program for any of the Products, Retailers shall be permitted to advertise the availability of such rebate or the existence of such rebate program, provided that the advertisement is otherwise compliant with this Policy.
- To the extent Retailers are selling Products for less than the MAP Price, which is permitted under this Policy provided that the Retailer does not advertise such actual price, such Retailers are permitted hereunder to advertise coupons or offers (e.g., involving free Products or shipping, etc.) which customers may redeem at check-out, provided that any advertisements relating to such coupons or offers refer to all of the Retailer's goods offered for sale and do not specifically reference any Product or the Products generally.
- This Policy does not establish maximum advertised prices. Retailers shall not be in violation of this Policy by advertising Products at any price in excess of the MAP Price.
Bundle Advertising Guidelines
- "Bundling", as used in this Policy, means posting, publishing or otherwise disseminating an advertisement which features or otherwise references the offering for sale of two (2) or more products, at least one (1) of which is a Product.
- Any Bundling advertisement which features or otherwise references the offering for sale of two (2) or more Products only (without the inclusion of any other goods) shall be in violation of this Policy if the advertised price of the Bundle is less than the sum of the MAP Prices for each of the Products featured or otherwise referenced in the advertisement.
- Any Bundling advertisement which features or otherwise references the offering for sale of at least one (1) Product together with one (1) or more other good (i.e., a non-De Rigo REM product, or a De Rigo REM product not included in Exhibit A) shall be in violation of this Policy if the advertised price of the Bundle represents or implies a discount off the MAP Price.
- In addition to the foregoing, Bundling advertisements shall not (i) infringe upon the intellectual property rights of De Rigo REM; (ii) include any indicia which may create consumer confusion as to the source of the products featured or otherwise referenced in such advertisements; or (iii) feature or otherwise reference products which are incompatible with one another unless a conspicuous warning is included in the advertisement.
Policy Enforcement; Sanctions
- This Policy is not intended to constitute an agreement between De Rigo REM and its Retailers. Retailers shall not be required to acknowledge or countersign this Policy. Compliance by Retailers with this Policy is at all times voluntary, at the Retailer's sole discretion.
- Notwithstanding anything contained herein, in the event any Retailer violates this Policy, De Rigo REM may, at its sole and exclusive discretion, upon written notice to the Retailer, suspend such Retailer's account with De Rigo REM or cease doing business with such Retailer altogether. In such event, De Rigo REM reserves the right to cancel any pending orders placed by the Retailer for De Rigo REM products, and refuse to accept any future orders placed by the Retailer for De Rigo REM products. In the event the Retailer's account is suspended or the relationship is severed, at De Rigo REM's option, the Retailer shall lose its authorized Retailer status with respect to De Rigo REM products, shall be required to immediately stop holding itself out as an authorized Retailer of De Rigo REM products and shall immediately discontinue all use of all of De Rigo REM's intellectual property, including its name, logo and trademarks, until such suspension is lifted, if applicable.
- Violation of this Policy by a Retailer at a single location shall constitute a general violation by the Retailer which shall entitle De Rigo REM to impose the sanctions described in Section 5(b) above with respect to the Retailer in its entirety, including its online business if any.
- De Rigo REM may monitor Retailers' advertising of Products, either directly or through the use of one or more third party service providers engaged by De Rigo REM for the purpose of performing such monitoring. Retailers are expected to reasonably cooperate with De Rigo REM in connection with any investigations regarding possible Policy violations. Hindering, obstructing, delaying or otherwise failing or refusing to cooperate by the Retailer shall constitute a violation of this Policy.
- All of the sanctions described herein shall be unilaterally and uniformly imposed by De Rigo REM to all Retailers. Retailers do not have the right to enforce the terms of this Policy as against one another, and De Rigo REM shall not acknowledge or accept any notification received by a Retailer concerning the violation of this Policy by another Retailer.
Modifications; Suspension of MAP Prices
- From time to time, De Rigo REM may modify the terms of this Policy or the contents of Exhibit A, including the products constituting the Products and the MAP Prices associated therewith. De Rigo REM shall notify all Retailers of any such modifications upon reasonable advance notice.
- No Retailer has any right to rely on the continued existence of this Policy or any effort by De Rigo REM to enforce it.
- Retailers shall not disseminate copies of this Policy to any third party, or include any reference to this Policy in their advertising. Such conduct shall be deemed a violation of this Policy.
- This Policy shall be construed in accordance with and governed by the laws of the State of California.
- This Policy is void and inapplicable wherever expressly prohibited by law.
(List of Products and Corresponding MAP Prices)