Minimum Advertised Policy

Sock It to Me's Minimum Advertised Price Policy applies to all prices advertised in store and online.

UNILATERAL MINIMUM ADVERTISED PRICE POLICY

Effective June 1, 2024

Sock It To Me, Inc. (“SITM”) is dedicated to providing products of the highest quality and has expended a great deal of resources to build a positive image of its brand. SITM is proud to associate with Retailers that dedicate the time and effort to ensure consumer satisfaction with SITM brand products and protect the SITM brand reputation. In order to further SITM’s objective of promoting SITM products as premium products, SITM is unilaterally implementing the following minimum advertised pricing policy (“MAP Policy”), which applies to certain of SITM’s products.
1. DEFINITIONS
1.1
“Advertised Prices” refers to Advertising, other than In-Store Advertising, that a Retailer conducts that mentions or displays specific prices for Products.
1.2
“Advertising” refers to any written or printed communication intended to solicit sales of Products that appears in any form of public media including, without limitation, print, broadcast, recorded message, or digital or electronic formats, including on the Internet. The definition of Advertising is intended to be all-encompassing and also includes, for example and without limitation, communications or materials that a Retailer or a third party at the Retailer’s direction (i) sends by mail including, without limitation, in direct mailings or catalogs; (ii) sends direct to existing or prospective customers by email, group fax or instant message; (iii) displays on billboards or other public signage, flyers or banners; (iv) broadcasts as infomercials or the equivalent; or (v) displays on the Internet whether or not the Retailer also engages in the sale of Products to consumers from the same website.
1.3
“Effective Date” is June 1, 2024.
1.4
“In-Store Advertising” refers to Advertising including, without limitation, point-of-sale communications and materials that are displayed, broadcasted or posted in, or immediately outside of, a Retailer’s physical place of business so as to be visible to or heard by customers who come to the Retailer’s physical place of business.
1.5
“Limited Time Advertising” refers to special exceptions to this MAP Policy that SITM may communicate to Retailers from time to time in writing (including by email).
1.6
“MAP Price” refers to the minimum advertised price prices that SITM identifies in written or electronic communications to Retailers from time to time with respect to Products. SITM may adjust the MAP Price of any Product in its sole discretion at any time. The initial MAP Prices of the Products are listed on Exhibit A, and SITM will notify Retailers by written (including electronic) communication of any changes that it makes to the MAP Price.
1.7
“MSRP” refers collectively to the prices that SITM identifies in written or electronic communications to Retailers from time to time with respect to Products. SITM may adjust the MSRP of any Product in its sole discretion at any time. The initial MSRP of the Products is listed on Exhibit A, and SITM will notify Retailers by written (including electronic) communication of any changes that it makes to the MSRP.
1.8
“Products” means SITM’s products that are listed on Exhibit A to this MAP Policy and that are sold by a Retailer pursuant to an agreement between SITM and a Retailer. Exhibit A may be updated by SITM at any time by providing written (including electronic) communication.
1.9
“Retailer” means all dealers, retailers or distributors who sell Products.
1.10
“Third Party Websites” means a website that is owned or controlled by a third party but on which Retailer controls the Advertised Price, as outlined in Section 3.2.
2. EFFECTIVE DATE
This MAP Policy applies to all Advertising that a Retailer conducts on and after the Effective Date and will continue in effect until amended or repealed by SITM. SITM will notify all Retailers of any changes that it makes to this MAP Policy by written (including electronic) communication and indicate in that communication the date on which the change takes effect.
3. SCOPE
3.1
This MAP Policy applies to any Retailer that purchases Products from SITM and then sells those Products regardless of whether the Retailer conducts business at a physical place of business or not. To the extent permitted, any Retailer that sells Products to other resellers shall take commercially reasonable steps to ensure that such resellers comply with this MAP Policy.
3.2
This MAP Policy only applies to a Retailer’s Advertised Prices. This MAP Policy does not apply to In-Store Advertising.
3.3
This MAP Policy does not address, restrict or limit the actual prices at which a Retailer chooses to sell Products to its customers.
3.4
A Retailer is not required to display their Advertised Prices in Advertising. However, if a Retailer does, the Advertising must comply with this MAP Policy.
3.5
This MAP Policy is not a solicitation or request on SITM’s part for any form of agreement from a Retailer selling Products. SITM has not in the past, and will not now or in the future, ask a Retailer to enter into any mutual agreement or understanding with SITM, formal or informal, oral or written, that asks the Retailer to give up its right to carry on its business according to the Retailer’s best judgment. In the same way, SITM will not give up its right to carry on its business according to its best judgment. SITM furthermore retains the right to deal or decline to deal with any Retailer to the extent permitted by law.
4. POLICY
4.1
On and after the Effective Date, and other than in Limited Time Advertising, a Retailer’s minimum Advertised Prices appearing in Advertising of Products may not be less than the MAP Price. A Retailer that displays Advertised Prices of Products at less than the MAP Price violates this MAP Policy. Retailers are solely responsible for ensuring that they keep a current list of Products and their corresponding MAP Prices in effect at any time.
4.2
Use of terminology such as “entire stock (or department) 15% off” shall be treated as Advertising subject to this MAP Policy if the Advertising refers to, or displays a picture of, any Products or the SITM name or logo.
4.3
In determining a Retailer’s compliance with this MAP Policy, SITM will consider all price discounts, coupons, gifts and other free merchandise, and other type of incentives or promotional offerings (including, without limitation, any “gift with purchase” or “purchase with purchase” but excluding “free shipping” offers) that a Retailer chooses to offer in promoting Products in Advertising. The value of all such incentives and promotional offering shall be determined by SITM, at SITM’s sole discretion, and shall be deducted from the Product price shown in the Advertising to determine the effective Advertised Price. For example, in cases where Advertising for a Product features free merchandise, “gift with purchase,” “purchase with purchase” or similar types of incentives, SITM defines the Retailer’s effective Advertised Price to be equal to the price shown in the Advertising of the Product less the retail value of the gift, freebie or promotion.
4.4
This MAP Policy does not apply to Advertising featuring SITM’s products that have been discontinued, marked as “closeout” or removed from any agreement between Retailer and SITM.
4.5
Retailer may, at any time, offer a “buy one get one free” or “BOGO” offer for Products at any time as long as the Advertised Price of the items is at least the higher MAP Price of the two Products that are being offered.
5. POLICY VIOLATIONS
5.1
At SITM’s election and in SITM’s sole discretion, if SITM learns that a Retailer is violating, or has violated, this MAP Policy, SITM may take the action that it believes is appropriate under the circumstances, which may include, without limitation, any of the following: (i) the Retailer may be ineligible to receive reimbursement for promotional funds that the Retailer would otherwise be entitled to receive for Advertising of Products; (ii) SITM may reject future orders placed by that Retailer for a specific, or indefinite, duration, or (iii) terminating SITM’s agreement, if any, with Retailer.
5.2
SITM will notify the Retailer of the consequences of a violation by written (including electronic) communication. SITM does not represent that it will impose a penalty for every violation or impose identical penalties for the same violation. SITM will not entertain external complaints from Retailers about enforcement decisions that SITM makes about them or other Retailers.
6. INTERNET AND WEBSITE STANDARDS
6.1
This MAP Policy applies to all Products that a Retailer displays on any website regardless of whether the Retailer owns or controls the website. For example, the MAP Policy applies to a Retailer that advertises the availability of Products for sale at the Retailer’s physical place of business and does not offer to sell Products from any website and the MAP Policy equally applies to a Retailer that conducts Advertising on a Third Party Website (if Retailer has approval from SITM to advertise on such Third Party Website).
6.2
Retailers are solely responsible for ensuring that all search engines with which they affiliate, in which they invest or with which they cooperate, comply with the requirements of this MAP Policy.
6.3
Retailers that desire to offer to sell Products to consumers on the Internet may only do so from a website where the Retailer controls the Advertised Price.
6.4
Retailers that offer to sell Products on their website must maintain their website as a secure website at all times.
6.5
Pricing that appears on any website is considered an Advertised Price and must adhere to this MAP Policy until the consumer purchasing the Product places the Product in the virtual shopping cart. Once the Product enters the shopping cart, it is considered part of the check-out procedure and its display in the check-out process falls outside the scope of this MAP Policy. Consequently, a Retailer
will violate this MAP Policy by displaying Advertised Prices of Products anywhere on a website other than the shopping cart or check-out page that are below the MAP Price except with regard to Limited Time Advertising.
6.6
Retailers are responsible for complying with all laws applicable to the sale and shipment of Products that are purchased on or from their website.
7. GENERAL ADVERTISING STANDARDS
7.1
Use of “call for best price,” “price too low to print,” or similar phrases or automated price quotation features in Advertising is strictly prohibited. The use of “e-mail for lower price,” “click on” or “click through” buttons, or any similar buttons or automated price quotation features in Advertising on a website is also strictly prohibited.
7.2
Sales of Products by auction or barter are strictly prohibited including, without limitation, sales through auction websites (for example, eBay).
7.3
Advertising may not contain any misleading, improper, inappropriate or unauthorized statements, photographs, artwork, descriptions or other material or information about Products. Advertising must appropriately use the SITM trademarks in the exact format provided by SITM including displaying any registration symbols that SITM directs.
7.4
Retailers must clearly identify themselves in all Advertising and conduct Advertising in compliance with all applicable laws.
8. ADMINISTRATION
8.1
This MAP Policy is an internal policy that SITM will unilaterally enforce. SITM will not discuss its decisions relating to the enforcement of this MAP Policy or negotiate the terms of its decisions with any Retailer and will not seek or accept assurances of any kind from any Retailer as to the Retailer’s future conduct. No external complaints or reports are desired nor will they be used by SITM as a basis for enforcing this MAP Policy.
8.2
This MAP Policy is in addition to, and does not supersede or limit in any respect, any other terms or conditions of sale of Products to Retailer.
8.3
If a Retailer has any questions about this MAP Policy, the questions should be put to SITM in writing and directed to the attention of sales@sockittome.com.

Exhibit A