Minimum Advertised Price (MAP) Agreement
This Agreement is entered into by DMS Natural Health, LLC (“DMS”) supplier of Just Thrive products; and the Reseller as indicated by the Company name and signature below hereinafter referred to as (“Company”). This Agreement is intended to identify the terms and conditions for reselling and advertising of DMS Natural Health, LLC products, specifically ALL Just Thrive branded products. As used in this MAP Agreement, “Reseller” means any reseller, distributor, sales representative or dealer.
DMS has spent 8 years building a brand of strong recognition and high perceived value. By not adhering to the MAP Agreement, a Reseller can dramatically diminish or detract from the perceived value of DMS brands and products. The global impact of the internet can cause great harm to any company's products if they are advertised at prices that will eliminate legitimate retail competition. This MAP Agreement is intended to allow consumers to purchase from Resellers based on loyalty and customer experience. In the interest of protecting both Resellers and consumers, it is necessary to abide by the requirements herein.
RESELLER ADVERTISED PRICE AGREEMENT
RESELLER ADVERTISED PRICE AGREEMENT (“AGREEMENT”) by and among DMS Natural Health, LLC, a Wyoming limited liability company or its assigns (individually and collectively, “DMS”) and Reseller as indicated by the Company name and signature below hereinafter referred to as (“Company”). This Agreement sets forth the terms and conditions of advertising for sale of any DMS products. NOW THEREFORE, in consideration of their mutual promises set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Minimum Advertised Price Establishment
DMS will establish a Minimum Advertised Price (“MAP”) for each of its products. The MAP may be adjusted by DMS at its sole and absolute discretion upon seven (7) day notice to Company. Such adjustments shall be uniformly applied to all DMS Resellers in the United States.
2. Scope of Application
This MAP Agreement applies to all advertisements for any DMS products in any and all media, including, but not limited to: flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, , television, radio, public signage and other public displays, Internet and any other electronic or social media marketing, including web sites that can be accessed directly through any hypertext link or by any other method which uses the hypertext transfer protocol (http); search engine advertising, broadcast e‐mail newsletters, e‐mail solicitations, automated response pricing e‐mails, SMS or other phone/electronic text messages, search engine optimization, banners, pop‐ups or pop‐up under-ads, price comparison sites, auction functions or websites, shopping websites, shopping feed and portal sites, online display advertising, or similar electronic media, including advertisements and marketing by affiliates. Electronic mail sent directly in response to a customer inquiry is not considered to be advertising prohibited by the preceding sentence.
3. MAP Pricing Structure
DMS has established a Minimum Advertised Price (MAP) for all products sold by DMS, which is 0% discounting off of Manufacturer’s Suggested Retail Price (MSRP). MSRP is indicated by the current pricing supplied by DMS, excepting any special promotion pre-approved, in writing, by DMS. DMS retains the right to modify MSRP at any time and will notify all dealers and distributors of such price modifications. All Resellers must implement such MSRP modifications within fifteen (15) days from the date of receipt of such notice. The inclusion in advertising of free or discounted products, with a product covered by this MAP Agreement, is be contrary this Agreement, because it has the effect of discounting the advertised price of the covered product below the MAP.
4. Application Limitations and Violations
The MAP applies only to advertised prices and does not apply to the price at which DMS products are actually sold or offered for sale to an individual consumer within the Reseller’s retail location. “Retail location” is defined as the physical place where end-users can physically buy and take immediate delivery of DMS products. The final sales price remains totally at dealers’ and distributors’ discretion. DMS recognizes that any Authorized Reseller can make its own independent decision to advertise and sell any DMS product at any price it chooses without consulting or advising DMS. This Agreement does not, in any way, limit the ability of any Reseller to advertise that it "has the lowest prices" or, it "will meet or beat any competitors’ price," that consumers should "call for a price" or phrases of similar meaning as long as the price advertised or listed for the product is not less than the MAP. For the avoidance of doubt, in‐store advertisements may not be displayed through digital media cross‐promotion, including without limitation Facebook, Instagram, or Pinterest. Nor does the MAP Agreement apply to the price that is displayed on the Internet when a product is added to a “cart” as long as the shopping cart technology does not allow a below MAP price to be displayed as a search engine result or otherwise revealed to the general public. DMS neither solicits nor will accept any assurance of compliance with the MAP Agreement. However, DMS similarly has the right to make its own independent decisions regarding product allocations and participation of any individual reseller as an Authorized Reseller. Examples of advertising methods that violate this MAP Agreement include but are not limited to the following: .
- The use of a rebate, coupon, promotion, giveaway, or incentive that reduces the advertised price below the minimum advertised price violates this MAP Agreement.
- The inclusion in advertising of free or discounted products with a product covered by this MAP Agreement violates this Agreement if it has the effect of discounting the advertised price of the covered product below the minimum advertised price.
- Offering free shipping and handling of Just Thrive® branded products violates this MAP Agreement if the monetary value for such offer results in the display of the price for such product below the established minimum advertised price for such product.
- If pricing is displayed, any strike‐through or other alteration of the established minimum advertised is prohibited.
- The use of “clickon” or “clickthrough” buttons on a website, or any similar buttons or automated price quotation transmission features, to provide automatic price quotations at or below the established minimum advertised price.
- Language such as “Click ‘Buy’ for Price” or “Click ‘Add to Cart’ for Price” or “Click for Quote” if used on the same website page on which Just Thrive ® branded products are being advertised for sale.
- Statements such as “Click here for Lower Price”, “Add to Cart for Lower Price”, or “CheckCartforLowerPrice.”
5. Product Discontinuation and Promotions
DMS may periodically discontinue products or engage in promotions with respect to certain items. In such events, DMS may, at its discretion, modify or suspend the MAP with respect to the affected products by timely notifying all Resellers of such change.
6. Confidentiality
The terms of this Agreement are confidential to the parties hereto and must not be disclosed to other parties. Company agrees to exercise reasonable care in protecting the information contained herein. The terms of this Agreement shall remain in effect as long as Company has a business relationship with DMS.
7. Compliance and Termination
This Agreement is at the sole discretion of DMS, Company’s failure to comply with MAP may result in the immediate loss of Authorized Reseller status, the termination of your Reseller agreement, and your ability to purchase DMS products both directly from DMS as well as through distribution. DMS reserves the right to cancel any pending orders, restrict future orders, or suspend a Reseller's account if DMS reasonably believes: (i) a Reseller has violated the provisions of this MAP Agreement; or(ii) a Reseller intends to violate this MAP Agreement.
8. Agreement Termination
DMS or Company may terminate this Agreement and the business relationship with the Reseller/Distributor is terminable by will. Any liability of any party for breaches of this Agreement shall survive such termination.
9. Assignment and Transfer
All covenants and agreements set forth in this Agreement and made by or on behalf of either of the parties here to shall bind and inure to the benefit of the successors, heirs and assigns of such party, whether or not so expressed. No party may assign or transfer any of its respective rights or obligations under this Agreement without the consent in writing of the other party hereto, such consent not to be unreasonably withheld.
10. Execution
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
11. Severability
In the event that any one or more of the provisions contained herein is held invalid, illegal or unenforceable in any respect for any reason in any jurisdiction, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that each of parties’ rights and privileges shall be enforceable to the fullest extent permitted by law, and any such invalidity, illegality and unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Third Party Rights
Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity other than the parties hereto and their permitted successors or assigns, any rights or remedies under or by reason of this Agreement or any other certificate, document, instrument or agreement executed in connection with DMS herewith.
13. Notices
All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be deemed to have been given at the time when mailed by first-class registered or certified mail, return receipt requested, postage prepaid, or given in person, to the following addresses or to the following telecopy numbers of the parties as such party may have specified for notice:
If to the Company:
Attention:
Fax Number:
If to DMS: DMS NATURAL HEALTH LLC. 810 BUSSE HIGHWAY, PARK RIDGE, IL 60068
Attention: Leslie DiMeo
wholesale@justthrivehealth.com
14. Governing Law
This Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the State of Illinois if applicable to contracts made and to be performed entirely in the State of Illinois (without giving effect to the conflicts of laws provisions thereof). Each of the parties hereto agrees that any action or proceeding brought to enforce the rights or obligations of any party hereto under this Agreement will be commenced and maintained in the State of Illinois. Each of the parties hereto further agrees that process may be served upon it by certified mail, return receipt requested, addressed as more generally provided in Section 13.
15. Entire Agreement
This Agreement, is complete, and this Agreement may not be amended except by an instrument in writing signed by DMS and Company.
16. Attorney Fees
If any arbitration, or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorney fees and other costs incurred in that action or proceeding, in addition to any other relief to which they may be entitled.
17. Marketplace Restrictions
Company is not permitted to sell DMS products on Amazon.com website or any Amazon.com web store, Ebay, Overstock.com or other similar marketplaces; however, Company is permitted to sell DMS products on Company’s own website store as long as it is not associated with Amazon.com, Ebay or other similar marketplaces
18. Keyword Usage
Company may not purchase or use any key words that directly link or are related to DMS products or Just Thrive by name, trademarks, trade dress, logos or marketing slogans without the express written permission of DMS Natural Health, LLC. (DMS). For the purposes of this Agreement, the phrase “key words” shall mean words or phrases that are used to optimize a website or webpage to increase Internet search result rankings, and include but are not limited to, metadata to describe images, text documents, database records, and Web pages.
This Agreement shall remain in effect for as long as the Retailer is an authorized reseller of the Company’s Products, unless terminated earlier by the Company.
By clicking "Continue" below, you acknowledge that you have read, understood, and agree to this Minimum Advertised Price (MAP) Agreement and its terms and conditions.
