Effective December 12, 2018
E-Cloth, Inc. (“E-Cloth”) has determined that certain advertising practices undermine E-Cloth's trade reputation, brands, and premium image within the target consumer population and discourage E-Cloth’s Resellers (as hereinafter defined) from investing in the E-Cloth product lines and providing the best possible service and support to consumers. Accordingly, to protect the integrity of E-Cloth brands, E-Cloth has adopted this unilateral Minimum Advertised Price Policy (“MAP Policy”), which applies to all distributors, wholesalers, retailers, and other resellers who are recognized as Authorized Sellers, Authorized Resellers or Authorized Retailers by E-Cloth (collectively, “Resellers”) of E-Cloth products in the United States of America.
The MAP Policy applies to all products listed on the E-Cloth MAP Schedule (“Covered Products”). E-Cloth is solely responsible for establishing the minimum advertised price (“MAP”) for each Covered Product and will communicate the MAP for each Covered Product to all Resellers through the E-Cloth MAP Schedule.
This MAP Policy is not intended as, nor is it to be construed as, an attempt by E-Cloth to set advertised or resale prices or an agreement between E-Cloth and any Reseller or other party. In addition, E-Cloth will not accept any assurances of compliance with the MAP Policy from any Reseller. Each Reseller must independently choose whether to comply with the terms of this MAP Policy. This MAP Policy is not negotiable and will not be altered for any individual Reseller. This MAP Policy is strictly limited to advertised prices and does not affect the prices that Reseller may charge for Covered Products.
Although all Resellers are free to advertise and sell all E-Cloth products at any price they deem appropriate, it is a violation of the MAP Policy for a Reseller to advertise any Covered Product at a price lower than the MAP. Such advertisements include, but are not limited to:
For purposes of this MAP Policy, the terms “advertise” and “advertisement” include all promotional or pricing information displayed via any type of media, including, but not limited to, newspapers, catalogs, magazines, flyers, brochures, television, radio ads, billboards, signage (except signs displayed within a brick-and-mortar selling location), websites, blogs, social media, affiliate marketing networks/comparison shopping engines, Reseller-initiated text messages or emails to customers or prospective customers, mobile/smart phone applications, banner ads, online product ads, paid search ads, pay-per-click ads, display ads, mobile ads, product listing ads, sponsored links, ads in any other media in a digital format that is communicated or conveyed via the Internet, and any other marketing or promotional materials, whether displayed online or through broadcast or other media.
Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this MAP Policy. The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information.
From time to time, E-Cloth may announce MAP holidays or other authorized promotions that are applicable to all Resellers, during which periods a Reseller that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the MAP Policy. E-Cloth will notify all Resellers of any such authorized promotions through direct communication or through the E-Cloth MAP Schedule.