Minimum Advertised Pricing Policy

Pet Honesty is implementing a Minimum Advertised Pricing (MAP) Policy (the “Policy”) for selected Pet Honesty products (“MAP Products”) which we believe is required for our resellers to remain competitive in the marketplace and generate sufficient margins to support our brand. Pet Honesty firmly believes that this MAP Policy will maximize new product introduction success and overall competitiveness throughout the various sales channels.  

The list of MAP Products is attached. Please see below for the terms of the Pet Honesty MAP Policy for the United States:

• Pet Honesty products may not be sold or offered for sale on any third-party website or marketplace without the prior written approval of Pet Honesty. Please see more information on Reseller Policy
• All authorized resellers who wish to sell MAP Products will be required to comply with the MAP Policy.
• Compliance with this MAP Policy means that MAP Products may not be advertised at a price below the MAP established by Pet Honesty.
• The MAP Policy applies to all advertisements of MAP Products in any and all publicly-accessible electronic media, including, without limitation, websites, email newsletters, and email solicitations.  It does not apply to (a) online sites that are accessible only with a password or other customer-specific login or (b) advertising in physical media (e.g. flyers, posters, newspapers, brochures, etc.) or (c) in-store (brick and mortar) advertising.  Put simply, pricing listed on any publicly-accessible internet site is considered an “advertised price” and must adhere to this MAP Policy.  
• Once the pricing is associated with an intent to purchase (added to the shopping cart or order), the price becomes the selling price and is not bound by the MAP Policy. 
• Website features such as automated “bounce – back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart, display of in-cart pricing through use of “hovercarts” and other similar features constitute “advertising” under this MAP Policy.  Any prices shown in such features must comply with the MAP Policy.
• MAP prices with a strikethrough are not permitted.
• The following practices may be permitted, however.  For example:
1. Statements such as “add to basket to see price”, “we will match any price”, “call for price” or phrases of similar import are acceptable as long as the price advertised or listed for the products is not below the MAP Price. 
2. Discounts applied at checkout to the entire order based on a customer’s purchasing history with the Reseller, such as discounts for “frequent shoppers”, do not violate our MAP Policy.
3. Free shipping.
4. Typically, “XX% off” or “$XX off” are prohibited.  However, the following periods will be considered “MAP Holidays”, during which “XX% off” or “$XX off” promotions indicating a price below MAP are permitted:  
• Cyber Week (i.e. 5 days starting Thanksgiving through the following Monday) 
• Prime Day (i.e. 2-day event whose timing is determined by Amazon)  
• Any MAP Holiday as established by Pet Honesty (Pet Honesty will give resellers at least 10 days advance notice of any such MAP Holiday)

However, if a reseller violates MAP within 48 hours prior to the start of a MAP Holiday, sanctions in addition to those set forth below will apply, including but not limited to a chargeback to the violator in an amount that Pet Honesty reasonably believes will compensate it for the damage caused by the violation.

1. Discounts applied to an order in which the purchaser agrees to automatically receive future shipments.
2. Targeted customer promotions which are only available to customers who meet the specified, limited criteria and in which customers are only eligible through one of the following:

• Use of a customer-specific code
• First-time customer introductory offer
• Membership-only offers

1. It is permissible to include in any advertising an additional discount, coupon, gift card, or incentive (whether in the form of a product, special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction unless the cumulative effect would be to reduce the advertised price of any MAP Product below the MAP price. For example, offering a free or discounted product with the purchase of another product at regular price (so-called “Buy One Get One or “BOGO” type sales) are permitted so long as (a) the free or discounted product is not a MAP Product and (b) the total advertised price for all of the products included in the promotion is not lower than the combined MAP price of those products.  
2. The purpose of the MAP Policy is to protect the valuable nature and goodwill that have been built in the Pet Honesty trademarks from practices that may harm, diminish, dilute or cause confusion.  Pet Honesty adopted this MAP Policy to protect Pet Honesty’s premium brand positioning in the marketplace to ensure that all of our resellers remain competitive in the marketplace and generate sufficient margins to support our brand, to maximize new product introduction success and to foster overall competitiveness throughout the various sales channels.  If you have questions about a particular practice not addressed above, you should first ask yourself if the practice is consistent with this purpose.  If it is not, or if you are not sure, then the practice is probably not permitted.  However, you are always welcome to ask for review of any proposed advertisement as noted below.

• If a MAP Product is advertised below the MAP, Pet Honesty will adhere to a “3-strikes” policy:
1. 1st violation: Upon learning of the violation, Pet Honesty will notify the reseller in violation of the Policy who shall be required to correct the below MAP advertised price(s) within 24 hours of written notification.  If the violation is not corrected to Pet Honesty’s satisfaction within 24 hours, Pet Honesty may, in its sole discretion, impose penalties including suspending shipment to the reseller of the applicable SKUs until the violation is corrected.
2. 2nd violation: Upon learning of a 2nd violation by the reseller (which may include, but not be limited to, failure to correct a 1st violation within the time provided), Pet Honesty may, in its sole discretion, impose penalties including suspending shipments and refusing to accept further orders.  Thirty (30) days after the violation has been corrected to Pet Honesty’s satisfaction, shipments and order acceptance can recommence.
3. 3rd violation: Upon learning of a 3rd violation by the reseller (which may include, but not be limited to failure to timely correct a 2nd violation or a MAP violation within 48 hours of a permitted MAP Holiday), Pet Honesty may, in its sole discretion, impose penalties including suspending shipments and refusing to accept further orders for the applicable SKUs. One-hundred and eighty (180) days after the violation has been corrected to Pet Honesty’s satisfaction, shipments and order acceptance can recommence.
• MAP Policy compliance will be monitored by Pet Honesty and the Policy enforced strictly and uniformly.
• The MAP Policy will operate independently of any other program.
• THE MAP POLICY APPLIES ONLY TO ADVERTISED PRICING.  IT DOES NOT APPLY TO ACTUAL SALE PRICE.  PET HONESTY RESELLERS REMAIN SOLELY RESPONSIBLE FOR SETTING THE PRICE AT WHICH THEY SELL ALL PRODUCTS.
• Pet Honesty will inform resellers if and when a MAP expires for any MAP Product. Expiration will remove all MAP requirements for the specified product(s).
• Pet Honesty reserves the right to modify the MAP Policy, list of MAP Products and/or MAP prices at any time and for any reason and will inform our resellers in writing of any such changes at least 72 hours before the change is effective. 
• To ensure compliance with this policy, Pet Honesty reserves the right to audit all distributor and dealer records as appropriate. Distributors or dealers that are audited will be responsible for providing Pet Honesty with satisfactory evidence substantiating compliance with this Policy, including but not limited to the invoice, customer contact information, dealer shipping documents and such other documentation as is necessary to show that the requirements in this policy have been met. If a cooperating distributor or dealer is unable to provide the documentation requested, the sale may be deemed a third-party Internet sale in violation of this policy.  Refusal to cooperate with an audit under this paragraph may result in termination of the dealer’s/distributor’s ability to purchase Pet Honesty products. 

All questions about the policy should be in writing and directed to Pet Honesty’s VP Sales at sales_support@pethonesty.com.

No Pet Honesty representative or employee has authority to modify or alter this Policy.  If a reseller learns of any modification or alteration of the Policy or an attempt to do so, the reseller should immediately notify Pet Honesty’s VP Sales at the address provided above.

List of MAP Products