In using and reselling the International Pet Group, INC. (“IPG”) product line (“products”) you are deemed to have read and agreed to the following terms and conditions:
Use Of Marketing Materials: IPG may make available certain marketing Materials (“Materials”) to Reseller for use by Reseller in marketing the Products. Reseller acknowledges and agrees that IPG owns the copyright in such Materials and reserves all copyright therein. Reseller may modify the marketing Materials to incorporate Reseller’s name and trademark(s); provided, however, that Reseller must obtain IPG ‘s written approval prior to the use, distribution, or disclosure of any modified Materials. To the extent that these modified Materials constitute a “derivative work” as that term is defined in Title 17 of the United States Code and interpreted by the Federal courts or any similar law, rule, or regulation anywhere in the world, IPG shall own all right, title, and interest in such modified Materials and all copyright therein; provided, however, that IPG shall obtain no right, title, or interest in Reseller’s name and trademarks as such may be incorporated in the modified Materials. Reseller may use these Materials to market and promote the Products under the terms and conditions of this Agreement, but except as expressly set forth in this Section, these Materials shall not be copied, reproduced, modified, transmitted, displayed, performed, distributed, or otherwise used in whole or in part in any manner without IPG’s prior written consent. The IPG name must stand alone in any and all advertising for it’s products. It is strictly prohibited to add or combine any other names in advertising for all IPG products. This includes combining competitor’s names in SEO services and meta tags.
IPG grants you a revocable, nonexclusive license to use the Materials and IPG marks in accordance with IPG ‘s Trademark Guidelines. You agree that you will not directly or indirectly: (a) obtain any right, title, or interest in any IPG mark or any string identifier, whether in the form of a universal resource locator (URL) or in any other form, representing, or linking with any network address, such string identifier comprising in whole, comprising in part, or in any way similar to any word portions of any IPG mark; or (b) employ any word portion of, or any IPG marks, including without limitation using or facilitating use of such word portion in connection with any Internet search engine, any Internet website, or any Internet browser, so as to direct or re-direct communications network traffic. You acknowledge and agree that IPG is the owner of all right, title and interest in and to the Products, Materials and marks and that other than as set forth in this Agreement retains all such rights; (c) resell or clearance any items to close out retailers which violate MAP pricing and sell items on the sites listed below and (d) you may not advertise, promote, or sell any products on the following sites: Amazon (both seller and vendor), and Walmart.com. As an authorized reseller, If I violate the “Terms of Service” I hereby authorize IPG full authority to remove any listings from Amazon.com or Walmart.com websites.
No Other Rights Granted. Except as explicitly set forth in this Section, the parties agree and acknowledge that neither party is granted any license, express, or implied, to or under any patent, copyright, trademark, service mark, trade secret, or other intellectual property right of the other party.
Minimum Advertised Pricing Policy/Agreement
As a reminder, these are our Minimum Advertised Price (MAP) on all IPG products. IPG has determined that its interests are best served through the adoption of a minimum advertised price (“MAP”) policy. This MAP policy is designed to (1) protect reseller margins so that desirable pre-sales and post-sales services and infrastructure can be provided by our channel partners (2) support the IPG brand as a premium offering.
The MAP policy shall work under the following guidelines:
MAP pricing is established by IPG and may be adjusted by IPG at its sole discretion.
- The MAP policy applies to all advertisements of IPG products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, email solicitations, Internet or similar electronic media, television, radio, and public signage. The MAP policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer(s).
- The inclusion in advertising of free or discounted products (whether made by IPG or another manufacturer) with a product covered by the MAP policy would be contrary to the policy if it has the effect of discounting the advertised price of the covered product below the MAP.
- If pricing is displayed, any strike-through or other alteration of the MAP is prohibited.
- MAP does not establish maximum advertised prices. All dealers and sales representatives may offer NPI products at any price in excess of the MAP. Internet auctions may not display or have reserved bid or other acceptable prices below the MAP price.
- IPG’s MAP policy does not in any way limit the ability of any dealer to advertise that “they have the lowest prices” or, they “will meet or beat any competitors price”, that consumers should “call for a price” or phrases of similar import as long as the price advertised or listed for the products is not less than MAP.
- Dealer agrees to hold all trademarks of IPG as the property of IPG and use advertising materials provided by IPG in an authorized manner only.
- Intentional or repeated failure to abide by this policy will result in termination of partnership. IPG is not required to provide prior notice or issue warnings before taking any action under this policy. IPG holds sole discretion when reviewing MAP pricing violations and such as can take action including but not limited to the following:
- Verbal warning of MAP pricing violation
- Written warning of MAP pricing violation
- Potential revocation of the reseller agreement
International Pet Group, INC. SALES PERSONNEL HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS POLICY OR HAVE ANY COMMUNICATIONS WITH ANY RESELLER REGARDING VIOLATIONS OF THIS MAP POLICY. All questions or comments regarding this MAP policy are to be directed to the policy administrator at [email protected]. The policy administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to resellers regarding the policy and receiving any communication regarding sanctions imposed under this policy.