ANODYNE MINIMUM ADVERTISED PRICE POLICY

 

Anodyne, LLC is a leading provider of diabetic shoes, shoe inserts and related products.  Anodyne takes a great deal of pride in creating innovative, high quality Anodyne branded products.  Anodyne expects companies that distribute and resell its products (collectively "resellers"), to maintain Anodyne's high standards and brand image for these products, to properly promote its products and to take the time to learn about the products so they can properly serve customers.  We believe that Anodyne products should be advertised at prices that reflect and protect the value of our brand.  Therefore, Anodyne has unilaterally adopted this policy, which applies to all resellers of Anodyne products.  Anodyne adopted this policy to help ensure that consumers receive the support services necessary for them to enjoy the full value of their Anodyne products.

 

For these reasons, Anodyne has implemented this Minimum Advertised Price ("MAP") Policy for the Anodyne line of diabetic shoe products.

 

The MAP Policy will be applicable to all Anodyne authorized resellers that sell, promote or distribute Anodyne branded products.

 

1. SCOPE OF POLICY

 

This MAP Policy applies to all advertising and promotion of the Anodyne branded products referenced below.

 

This MAP Policy applies to all forms of advertising including, without limitation, print, television and internet and web-based ads.

 

This MAP Policy applies only to advertised prices and does not apply to the price at which the products are sold to an end customer.  All resellers remain free to sell Anodyne branded products at any prices they choose.  Anodyne does not seek, nor will Anodyne discuss or accept, any agreement or assurance from resellers concerning the prices at which any reseller decides to sell the products.

 

Anodyne has adopted this policy unilaterally.  Nothing in this policy constitutes an agreement between Anodyne and any reseller.

 

2. COVERED PRODUCTS

 

Anodyne will provide resellers with suggested resale prices for specified Anodyne products.  From time to time, Anodyne may choose to offer special promotions on certain products.  In such an event, Anodyne reserves the right to modify or suspend this MAP Policy in whole or in part for the duration of such promotion.

 

Certain Anodyne branded products may be added or dropped from this MAP Policy at Anodyne's sole determination.

 

3. ADVERTISING PRICES

 

Resellers are not required to indicate pricing for Anodyne branded products in online media.  However, if a price for an Anodyne branded product is indicated, the advertised price of a product covered by this Policy cannot be less than the price identified by Anodyne from time to time (referred to as the Minimum Advertised Price or "MAP").

 

Resellers may not circumvent this MAP Policy by using phrases such as "We'll Beat Any Offer by X%," "Cheapest Prices Available," or other phrases similar in wording, tone, or intent.

 

Resellers may not sell the Anodyne branded products to any other resellers that advertise or otherwise promote the products by indicating a price that is less than the MAP or that otherwise violate this MAP Policy.  Reseller is responsible for compliance with this MAP Policy.

 

Resellers may advertise Anodyne branded products at any price in excess of the MAP.

 

Resellers may advertise that customers can contact them directly to learn the reseller's actual sale price for an Anodyne branded product.

 

Resellers may not advertise Anodyne branded products digitally through Google AdWords or Bing Ads using Anodyne branded keywords/search terms.

 

Resellers may not sell Anodyne branded products through Amazon or eBay and may not sell to resellers that sell products through Amazon or eBay.

 

For internet sales, the "shopping cart" or "check out" price is not considered an advertising price and is not subject to this Policy. Resellers can offer prices that are different than the MAP Policy when customers have placed products in the shopping cart and/or get to the "check out" point.

 

Additionally, if a reseller offers the following options to customers at any place including in its advertising or on its website, it will not be considered to have decreased the MAP and it will not be considered a violation of the MAP Policy:

*Payment of applicable sales taxes;

*Free shipping; and/or

*Free financing.

 

4. ENFORCEMENT

 

Failure to abide by this MAP Policy will result in such consequences as Anodyne may determine in its sole discretion.  These consequences may include, without limitation, ineligibility to participate in advertising and sales promotions, loss of access to any discounts or rebates offered by Anodyne, loss of access to all or part of the Anodyne branded products, and termination as an authorized Anodyne reseller of Anodyne branded products.

 

Anodyne will investigate and resolve any reported violation unilaterally and in its sole discretion and will communicate its decision to the particular reseller that is the subject of the investigation.

 

5. POLICY ADMINISTRATION

 

This MAP Policy will be unilaterally administered by Anodyne and will be effective only in the United States and Canada.  Anodyne does not seek consultation with any online reseller, nor will Anodyne accept an agreement with any online reseller regarding this Policy.  There are no third-party beneficiary rights to this MAP Policy.  Any failure by Anodyne to require compliance with any provision of this MAP Policy will not operate as a waiver to request strict compliance in the future. 

 

ANODYNE SALES PERSONNEL AND REPRESENTATIVES HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS MAP POLICY OR HAVE ANY COMMUNICATIONS WITH ANY RESELLER REGARDING VIOLATIONS OF THIS MAP POLICY. 

 

All questions or comments regarding this MAP Policy should be directed to the Policy administrator, Bobby Kanter, at 1-844-637-4637.  The Policy administrator shall be solely responsible for determining whether a violation of this MAP Policy has occurred and for communicating with the Reseller.

 

If any provision of this MAP Policy is invalid or unenforceable in a jurisdiction or province, it is to be modified or severed in that jurisdiction or province to the extent of such invalidity or unenforceability and that fact does not affect the validity or enforceability of that provision in another jurisdiction or province or this MAP Policy’s remaining provisions.

 

This MAP Policy is subject to revision by Anodyne in its sole discretion at any time.  Anodyne will provide notice of changes to this MAP Policy by email, and copies of the current version of the Policy will be available upon request.

 

This Policy will be effective as of October 3, 2015.