OTTER PRODUCTS, LLC., (DBA LIFEPROOF).
MINIMUM ADVERTISED PRICE (MAP) POLICY
(U.S. AND CANADA ONLY)
Otter Products, LLC., (DBA LifeProof) (“LifeProof”), has adopted the following Minimum Advertised Price Policy (“MAP Policy”) for all LifeProof products, except as designated by LifeProof from time to time in writing or as posted on a website (“Covered Products”). LifeProof’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. LifeProof 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. LifeProof 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 LifeProof price list as issued by LifeProof 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 LifeProof 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 LifeProof. Changes to the MAPs will be posted on the LifeProof website designated by LifeProof and will supersede the MAPs on the price lists. It is the responsibility of distributors of LifeProof Covered Products to monitor the designated LifeProof 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. LifeProof considers any price advertised below the MAP a violation of its MAP Policy. For example, if a product with a MSRP of $49.95 is advertised at or below $44.95, this is a violation of the MAP Policy.
4. Advertising two or more Covered Products (i.e. two LifeProof products that are covered by this MAP Policy) for sale together (“LifeProof Product Bundle”) at a price less than the combined MAPs for each Covered Product is a violation of this MAP Policy. LifeProof reserves the right to issue MAP Policy modifications that apply specifically to LifeProof Product Bundles.
For example, if an LifeProof Product Bundle includes one Covered Product with a MSRP of $49.95 and a second Covered Product with a MSRP of $17.95, any advertisement at or above $61.11 (the combined MSRP of the Covered Products, or $67.90, minus 10% of that combined MSRP) would comply with this MAP Policy. If LifeProof issued a $10 MSRP reduction for this same LifeProof Product Bundle, any advertisement at or above $52.11 would be in compliance; provided, however, that if the products were sold separately, the MAPs for the individual Covered Products would remain at $44.95 (MSRP of $49.95 minus 10%) and $16.15 (MSRP of $17.95 minus 10%), respectively.
5. Advertisements featuring a Covered Product, and either (a) another brand of product or (b) an LifeProof 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, LifeProof 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-LifeProof branded screen protector, the advertisement complies with this MAP Policy. If, however, the advertisement shows the Covered 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 Covered Product and a non-LifeProof branded stylus 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 stylus 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-LifeProof 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. LifeProof reserves the right to modify, suspend, or cancel the MAP Policy, or modify any or all MAPs at any time. LifeProof will provide notice of any such modifications, suspension or cancellations on the designated LifeProof website. It is the responsibility of each member of LifeProof’s distribution network to monitor the LifeProof designated website for updates.
8. If a dealer advertises prices below those required by this MAP Policy, LifeProof 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 LifeProof’s MAP Policy on Covered Products.
b. Suspend the dealer’s right to sell the LifeProof 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 LifeProof;
c. Suspend the dealer’s right to sell the entire LifeProof 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 LifeProof;
d. Suspend the dealer’s right to sell the entire LifeProof 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 LifeProof;
e. Suspend the dealer’s right to sell the entire LifeProof product portfolio for a period of not less than one (1) year, commencing from the date of notice from LifeProof; and/or
f. Terminate the Distributor/Reseller Agreement or other relevant agreement between LifeProof and the member of the distribution network who has violated this MAP Policy.
LifeProof will make all decisions concerning compliance with and enforcement of this MAP Policy unilaterally. This MAP Policy is a unilateral declaration of policy by LifeProof and does not reflect or constitute an agreement between LifeProof and any Distributor/Reseller, any other authorized distributor, or any other person or entity, and by issuing this policy LifeProof is not seeking any such agreement.