picnic – DevirGames

[North American MAP Policy]

Devir Americas, LLC (“Devir Games”) has unilaterally adopted this Minimum Advertised Pricing Policy (“MAPP”) effective March 20, 2020, applicable to its customers’ advertising of Devir Games products. Devir Games believes that by unilaterally imposing restrictions on the minimum prices advertised by our distribution and retail partners, we can reduce counterfeiting and enhance the perceived value of the Devir brand, which serves the best interests of our consumers, retailers, and distributors.

1. NO RESTRICTION ON PRICING. This MAPP does not apply in any way restrict our customers’ selling price. Our customers may sell any or all Devir Games products, including the products subject to this MAPP (each individually a “MAPP Product”), at any price they choose.

2. MAP POLICY. To comply with this MAPP, customers must not advertise or otherwise promote Devir Games products at a Net Advertised Price lower than 20% below the SRP set forth on the Devir Games MAPP Price List (“MAPP Price”). For the purposes of this Policy, “Net Advertised Price” means the stated advertised price reduced by the value of any associated discount, coupon, frequent buyer points, allowance, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of any MAPP Product.

A customer violates this MAPP if it advertises or otherwise promotes Devir Games products below the MAPP Price or resells MAPP Products to sellers whose advertised prices do not comply with this MAPP. Devir Games reserves the right to exercise all remedies set forth in this MAPP against the Devir Games authorized distributor or reseller whose advertised prices do not comply with this MAPP.

3. SCOPE. The MAPP applies to all forms of advertisements of Devir Games products in any and all media, including, but not limited to, internet and electronic media (including broadcast email), flyers, faxes, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order, television, radio, and public signage. The MAPP is not applicable to advertising strictly related to wholesale sales by authorized Devir Games distributors. Furthermore, the MAPP does not apply to any in store advertising of brick and mortar retailers.

4. PROMOTIONS. The MAPP applies to the use of discount marketing language that has the effect of advertising the product outside of the MAPP Price, whether because product is advertised as being "free", "2 for 1", "Buy 1—Get 1 Free," or similar language. If Devir Games products are bundled with or sold as part of a package that includes other products (whether or not produced by Devir Games), it shall be a violation of this MAPP to sell or advertise the bundle (or package) at a price that: (a) is lower than the total MAPP Price of the Devir Games product(s) or (b) violates the letter or spirit of the MAPP.

5. WEBSITE FEATURES. Pricing information in website displays and features initiated by the reseller (rather than requested by the end consumer) constitute an advertised price under this MAPP. This may include but is not limited to automatic price displays associated with items prior to being placed in a consumer's shopping cart, “Click-for-Price” features, automated bounce-back pricing emails, preformatted email responses, and other similar features.

6. ADVERTISING. This MAPP does not prohibit customers from using advertising language such as: “call for price,” “will meet or beat any competitor’s price,” “guaranteed lowest price,” or other similar language as long as the actual price is omitted from the ad.

7. REMEDIES. Devir Games reserves the right in its sole discretion to take such action as it deems necessary and reasonable to assure compliance with this MAPP. Any violation of this MAPP may result in termination of a customer’s right to purchase Devir Games products, suspension of payment terms, acceleration of payment obligations, elimination of discounts, and/or exclusion of participation in all special programs until further notice.

8. CONSTRUCTION. No policy can cover every possible scenario or situation that might arise. Accordingly, this MAPP shall be applied and interpreted by Devir Games in its sole and reasonable discretion to address actions designed to thwart the spirit of this MAPP that may not absolutely violate the ambit of the language herein. For example, a customer could create a ploy by soliciting “group sales” at a discounted price to advertise a price outside of the MAPP Price. This would be interpreted by Devir Games as a MAPP violation and subject the customer to appropriate remedies.

9. NO NEGOTIATION. Devir Games has adopted this MAPP unilaterally and neither seeks nor accepts any input, confirmation, or assurance of compliance by its customers with respect to this MAPP. Devir Games will not discuss or negotiate any of the terms of this MAPP. Nothing in this MAPP shall constitute an agreement between Devir Games and any of its customers that obligates the customer to comply with this MAPP. All matters of the interpretation and application of the terms of this MAPP shall remain within the sole, unilateral authority of Devir Games. Please direct any questions regarding this MAPP to [email protected]

10. POLICY UPDATES & PRICE LIST. Devir Games reserves the right to amend, suspend, or modify the terms of this MAPP at any time in its sole discretion.