Rocky and Maggie’s Pet Products, Inc., a Delaware incorporation, and home to the Pop-Up Pee PadTM brand (“RNMP”), has adopted the following Minimum Advertised Price Policy (“MAP Policy”) for all RNMP products, except as designated by RNMP from time to time in writing or as posted on a website (“Covered Products”). RNMP’s goal in establishing this policy is to avoid degradation of, or damage to, the premium quality and image of its Covered Products and to the trademarks, other marks, brands or trade names under which its Covered Products are sold. RNMP intends to sell these Covered Products only to Distributors/Resellers that do not advertise Covered Products below the Minimum Advertised Price set forth in this policy. RNMP may choose to enforce this policy through action up to and including termination of a Distributor/Reseller or other authorized distributor that advertises any Covered 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 Covered Product shall be the price designated as the MAP on the current RNMP price list as issued by RNMP from time to time, or, if no MAP is listed for any Covered Product, the MAP will be the Manufacturer’s Suggested Retail Price (“MSRP”) for that Covered Product minus 10% of that MSRP. Current price lists may be obtained by contacting an RNMP sales representative. RNMP Sales, Marketing, or other personnel are not authorized to modify or grant exceptions to the MAP policy. However, 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 RNMP. Changes to the MAPs will be posted on the RNMP website designated by RNMP and will supersede the MAPs on the price lists. It is the responsibility of distributors of RNMP Covered Products to monitor the designated RNMP website (https://popuppeepad.com/pages/map-policy) 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 linked MAP Policy FAQs.
3. RNMP considers any price advertised below the MAP a violation of its MAP Policy. For example, if a product with an MSRP of $44.95 is advertised at or below $40.45, this is a violation of the MAP Policy.
4. Advertising two or more Covered Products (i.e. two RNMP products that are covered by this MAP Policy) for sale together (“RNMP Product Bundle”) at a price less than the combined MAPs for each Covered Product is a violation of this MAP Policy. RNMP reserves the right to issue MAP Policy modifications that apply specifically to RNMP Product Bundles. For example, if an RNMP Product Bundle includes one Covered Product with an MSRP of $14.95 and a second Covered Product with an MSRP of $24.95, any advertisement at or above $35.98 (the combined MSRP of the Covered Products, or $39.98, minus 10% of that combined MSRP) would comply with this MAP Policy. If RNMP issued a $5.00 MSRP reduction for this same RNMP Product Bundle, any advertisement at or above $30.98 would be in compliance; provided, however, that if the products were sold separately, the MAPs for the individual Covered Products would remain at $13.50 (MSRP of $14.99 minus 10%) and $22.46 (MSRP of $24.95 minus 10%), respectively.
5. Advertisements featuring a Covered Product, and either (a) another brand of product or (b) an RNMP product that is not a Covered Product will comply with this MAP Policy so long as the price in the advertisement is not lower than the Covered Product’s MAP. In determining whether the advertisement contains a price in compliance with this MAP Policy, RNMP 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 Covered Product below the MAP. For example, if a dealer advertises a Covered Product at the MAP, and provides a free non-RNMP branded product, the advertisement complies with this MAP Policy. If, however, the advertisement shows the Covered Product at the MSRP and the non-RNMP product 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 Covered Product and a non-RNMP branded product as “Originally $59.95, now reduced to $44.50.” If the Covered Product has a MAP of $44.95 or higher, then the advertisement violates this MAP Policy because even if the non-RNMP product is priced at zero, the net advertised price of the Covered Product is lower than the MAP. In no event may the packaged price of a Covered Product, and either a non-RNMP product or a non-Covered Product, be more than 10% below the MSRP of the Covered Product.
6. The MAP Policy only applies to advertised prices of Covered Products, and not the prices at which Covered Products are actually sold. The dealer is free to resell Covered Products at any price of its choice.
7. RNMP reserves the right to modify, suspend, or cancel the MAP Policy, or modify any or all MAPs at any time. RNMP will provide notice of any such modifications, suspension or cancellations on the designated RNMP website. It is the responsibility of each member of RNMP’s distribution network to monitor the RNMP designated website for updates.
8. If a dealer with multiple store locations violates this MAP policy at any one store location, or on any associated website, then RNMP will consider this to be a violation of the dealer.
9. If a dealer advertises prices below those required by this MAP Policy, sanctions will be unilaterally imposed by RNMP, 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 RNMP’s MAP Policy on Covered Products;
b. Cancel any pending orders, and suspend the dealer’s right to sell the RNMP Covered 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 RNMP;
c. Cancel any pending orders, and suspend the dealer’s right to sell the entire RNMP 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 RNMP;
d. Cancel any pending orders, and suspend the dealer’s right to sell the entire RNMP product portfolio for a period of not less than one (1) year, commencing from the date of notice from RNMP; and/or
e. Terminate the Distributor/Reseller Agreement or other relevant agreement between RNMP and the member of the distribution network who has violated this MAP Policy.
RNMP will make all decisions concerning compliance with and enforcement of this MAP Policy unilaterally. This MAP Policy is a unilateral declaration of policy by RNMP and does not reflect or constitute an agreement between RNMP and any Distributor/Reseller, any other authorized distributor, or any other person or entity, and by issuing this policy RNMP is not seeking any such agreement.