UNILATERAL MINIMUM ADVERTISED PRICE POLICY FOR THE UNITED STATES
Effective: November 1, 2022
Purpose of Policy
Tender Corporation dba Adventure Ready Brands (“Adventure Ready Brands”) has adopted this Unilateral Minimum Advertised Price Policy for the United States (the “Policy”), which applies to the advertising of Adventure Ready Brands® products by Adventure Ready Brands’ authorized resellers advertising to end users in the United States of America. This Policy is designed to ensure a consistent brand image of the products’ value across sales channels and to enhance the value of our resellers through the provision of desirable pre-sales and post-sales education, services, and support. This Policy pertains to the minimum advertised prices for products. This Policy supersedes all of Adventure Ready Brands’ prior policies or representations regarding minimum advertised prices or minimum resale prices applicable to authorized resellers for the UMAP Products (as defined below).
Products Subject to This Policy:
The advertising of Adventure Ready Brands® products covered by this Policy (the “UMAP Products”) and their corresponding minimum advertised prices are set forth in the Unilateral Price List (the “Price List”) as provided to resellers by Adventure Ready Brands and as may be updated from time to time by Adventure Ready Brands in its sole discretion; the Price List is also available upon request at sales@adventurereadbrands.com. The Price List will be made available to all resellers. Resellers are responsible for reviewing the current Price List. This Policy applies to all resellers that advertise UMAP Products to end users in the United States and is subject to change at any time by Adventure Ready Brands, in its sole discretion. Revised versions of this Policy may be provided to resellers in a timely manner.
The Unilateral Minimum Advertised Price:
The unilateral minimum advertised price (“UMAP”) set forth in the Price List for each UMAP Product is the lowest price at which the UMAP Product may be advertised. Adventure Ready Brands reserves the right to determine whether a reseller has advertised UMAP Products at a price less than the UMAP.
Advertising and Advertisements:
This Policy applies to all promotional or pricing information of UMAP Products in any form, including, but not limited to, print and online advertisements, sponsored links, websites, email campaigns, blogs, catalogs, flyers, billboards, and tradeshows; online portals, shopping, and social media sites; mobile devices; RSS feeds; blogs; texts; online banners; mailers; television, telephone, or radio advertisements.
The terms “advertised” or “advertisement” do not include (1) signage within a brick-and-mortar selling location, and (2) pricing information displayed at the “final online checkout stage.” With respect to electronic media advertising, once the pricing is associated with the final online checkout stage, the price becomes the selling price and it is not subject to this Policy. The “final online checkout stage” is when the UMAP Product is put into an end user’s shopping cart that contains the end user customer’s name, shipping address, email address, and payment information of a transaction. Please note that pricing information in the final online checkout stage must be obscured technically so that it is not retrievable by shopping and pricing engines and is not displayed on search page results within the reseller’s own website.
This Policy Is Not an Agreement:
This Policy has been unilaterally adopted by Adventure Ready Brands. Adventure Ready Brands does not solicit and it does not accept a reseller’s assurances of compliance with this Policy. Nothing in this Policy shall constitute an agreement between Adventure Ready Brands and any reseller. Each reseller must independently choose whether to comply with this Policy and remains free to independently determine the price at which it advertises and resells the UMAP Products.
Advertising Practices; Violations:
The following advertising practices DO violate this Policy:
- Advertising a UMAP Product below its respective UMAP.
- Advertising that includes any non-Adventure Ready Brands stated rebate, discount, incentive, or other inducement offered by the reseller which effectively lowers the price of the UMAP Product below the price in the Price List.
- Combining a UMAP Product from the Price List with any other product and advertising a price lower than the combined price of what the two products would be advertised for independent of each other.
- Permitting any third-party to alter the advertised price for any UMAP Product in a manner resulting in an advertised price below the applicable UMAP.
- Any indication anywhere on a reseller’s website that indicates “click here for lower price”, “we will match any price”, or words of similar import from which the end user can infer that it may click through to see a price lower than the price in the Price List.
- Direct or indirect attempts to circumvent this Policy.
The following advertising practices DO NOT violate this Policy:
- Actual prices charged to end user customers may be provided by telephone, email response, and product purchase confirmation webpages or communications, and advertisements that a customer may “call for price,” “text for price,” or “email for price” do not violate this Policy, as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.
- Discounts applied at checkout to the entire order based on a customer’s purchasing history with the reseller, such as discounts for “frequent shoppers.”
- Coupons or promotions that (1) are applied to all products offered by reseller or all products offered by reseller in the same category as the UMAP Products; (2) do not specifically refer to the UMAP Products or any brand(s) of Adventure Ready Brands; (3) does not result in an advertised price of more than 20 percent (20%) below the UMAP Product’s UMAP; and (4) the advertisement does not calculate the application of the promotion or coupon to the advertised price for the UMAP Product.
- A free or reduced-price shipping advertisement, as long as such offer applies to all or almost all other products offered by the reseller in the same product category.
- “Subscribe and Save,” “Auto-ship and Save,” “Repeat Delivery,” or other subscription or auto-replenishment loyalty discount programs which result in a UMAP Product being advertised at a price lower than the UMAP, provided that such programs do not advertise a discount of more than five percent (5%) below the UMAP Product's UMAP.
- A coupon or coupon code that can be applied only to the first-time purchase of a UMAP Product, provided that such coupon or coupon code does not provide a discount of more than twenty percent (20%) below the UMAP during approved MAP break time periods.
Please further note that if a reseller wishes to advertise a price for a UMAP Product, the model name must be referenced along with either no advertised price or an advertised price for the Product that is not less than the UMAP.
UMAP Holidays:
Adventure Ready Brands may announce UMAP holidays or promotions that are applicable to all resellers, during which periods a reseller that advertises a UMAP Product in compliance with the terms of the UMAP holiday will not be considered to have violated this Policy.
Noncompliance:
Adventure Ready Brands will enforce this Policy in its sole discretion and without notice, and resellers are not permitted and have no rights to enforce this Policy against any other person or entity. Adventure Ready Brands will take the following actions against any reseller that does not comply with this policy:
First Violation: Written warning.
Second Violation: Written warning and a 30-day shipping hold. This means that Adventure Ready Brands will revoke its acceptance of any pending orders, cancel any pending shipments to the reseller, and not accept any new orders from the reseller during this 30-day period.
Third Violation: Termination of business relationship and revocation of “authorized” status. Adventure Ready Brands will revoke its acceptance of any pending orders and cancel any pending shipments to the reseller. The reseller will no longer be an “authorized” seller of Adventure Ready Brands products.
This Policy Is Non-Negotiable:
This Policy is unilateral, non-negotiable, and will not be altered for any reseller. No employee of Adventure Ready Brands has any authority to modify, interpret, or grant exceptions to this Policy; obtain the agreement of any person or entity to comply with this Policy; or otherwise discuss any aspect of this Policy with any reseller, including any seller’s compliance with the terms of this Policy.
Monitoring/Questions/Administration:
All questions about this Policy should be in writing and directed via email to UMAP Policy Administrator at compliance@adventurereadybrands.com, who will respond only in electronic form. No oral communications about this Policy are authorized, and Adventure Ready Brands will not accept any other form of communication from resellers regarding this Policy. The UMAP Policy Administrator shall be solely responsible for communications related to this Policy.
Adventure Ready Brands monitors its resellers for compliance with this Policy. Any decisions regarding enforcement of this UMAP Policy shall be made unilaterally by Adventure Ready Brands acting solely in its discretion.