Rogue Lemmings, Inc., dba Catalyst, Authorized Reseller Agreement 























ROGUE LEMMINGS, INC.

AUTHORIZED RESELLER AGREEMENT

 

Rogue Lemmings, Inc. (“Company”) understands that you, and your employer for whom you are authorized to act, (hereinafter “Reseller”) wish to purchase and sell Catalyst Branded Products.  This Agreement authorizes Reseller to resell Product(s) only through physical retail outlets and Reseller's own website.  Company’s initial and continued consent to the relationship contemplated by this Agreement is expressly conditioned on the acceptance of all terms of this Agreement. 

 

1.0        Marketing, Sales and Reporting.  Reseller shall only offer to sell, and sell the Product(s) to customers located within the United States, its territories and possession (“the Territory”).  Reseller only shall obtain and purchase Product(s) obtained from Company for the purpose of the resale of the Product(s) to Reseller’s customers.  Reseller shall, prior to sale, give notice to Company if Reseller intends to resell more than six (6) Product(s) in conjunction with any particular customer order. Reseller shall not during the term of this Agreement contact Company’s suppliers, or any third party, for the purpose of manufacturing or obtaining any product similar to the Product(s).  Reseller acknowledges that Product(s) are preferably advertised for a price that is within the Company's Minimum Advertised Price Policy for Catalyst Branded Products (the “MAP Policy”) established by Company unilaterally from time to time. The MAP Policy is subject to amendment or modification at any time by Company unilaterally and in its sole discretion.  A copy of the current MAP Policy is attached.  For purposes of clarity, Reseller would be a “Distributors” as defined by the MAP Policy.  RESELLER SHALL NOT PROMOTE, MARKET, ADVERTISE, OFFER TO SELL OR SELL ANY PRODUCT(S) ON OR THROUGH ANY ONLINE MARKETPLACE OR AUCTION SERVICE OR LIKE WEBSITES.  RESELLER MAY OFFER TO SELL AND SELL PRODUCT(S) ON ITS WEBSITE.  RESELLER SHALL GIVE NOTICE TO COMPANY IF RESELLER OFFERS PRODUCT(S) THROUGH MORE THAN TWO (2) WEBSITES OWNED OR CONTROLLED BY RESELLER.  RESELLER SHALL NOT PROMOTE, MARKET, ADVERTISE, OFFER TO SELL OR SELL ANY PRODUCT(S) ON OR THROUGH EBAY OR AMAZON.  Reseller shall observe all directions and instructions given to it by Company in relation to the promotion and advertisement of the Product(s). Reseller shall not make any written statement as to the quality or manufacture of the Product(s) or make any promises or guarantees with reference to the Product(s) other than those expressly set forth in promotional material supplied by Company. Reseller shall have no right, power or authority in any way to bind Company to any contract or obligation, express or implied.  Reseller understands that Company intends to hold Reseller liable for all legal liability Reseller may owe to Company for damages caused to Company or its affiliates due to product diversion and/or unauthorized reselling of Product(s) that are the result directly or indirectly from actions of Reseller in breach of this Agreement.  It is Company’s policy that no Product(s) shall be sold by any reseller to any person or entity that may resell the Product, whether by retail, mail, Internet, swap meet, flea market, or other commercial means or in violation of U.S. laws, rules or regulations (the “Anti-Diversion Policy”).   Reseller shall not sell any Product(s) to any person or entity that Reseller has reason to believe has the intention of reselling the Products, exporting them from the Territory, or otherwise acting in violation of the Anti-Diversion Policy.  Reseller shall institute reasonable and appropriate procedures and security measures, which Company may periodically review, to prevent diversion of Product(s), and to fulfill its obligations set forth in this Section 1.0.  Reseller agrees to ensure that customers to whom it sells Product(s) do not directly or indirectly advertise or solicit sales or sell the Product(s) via mail or on the Internet or thorough any other means.  Reseller agrees to compensate Company for reasonable damages for any violation of this Section 1, and also to reimburse Company for the repurchase of Product(s) by Company from any other entity to which, or through which, Reseller or its customers have diverted the Product(s). In connection with Reseller’s activities under this Agreement, Reseller shall comply with: (1) all applicable laws, rules, and regulations, (2) all instructions from Company concerning the promotion of Product(s), and (3) appropriate ethical standards. Upon Company's request, Reseller shall submit to Company a written report detailing (i) purchases of Product(s) by Reseller from the Company in the prior calendar month, (ii) sales of Product(s) to Reseller’s customers in the prior calendar month, (iii) service stock and outstanding customer orders as of the end of the prior calendar month, and (iv) any other information Company may reasonably require from time to time. Such reports shall be considered Confidential Information of Reseller protected under Section 2.0 of this Agreement.  Reseller agrees, at its own cost, to indemnify, defend and hold harmless Company, its affiliates, and their respective officers, directors, employees and agents from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses, including without limitation fines, penalties, legal and other professional fees and expenses, arising out of or resulting from acts or omissions or deemed acts or omissions of Reseller, including without limitation the sale of Product(s) to Reseller’s customers.

 

2.0        Proprietary Rights Brand Guidelines: Reseller shall abide by Company’s and its affiliates' brand guidelines (the “Brand Guidelines”) as provided by Company to Reseller from time to time.  Reseller also agrees that (a) only photos provided or authorized by Company may be used to display the Product(s) (b) all Photos of Product(s) must retain natural proportions; and (c) Reseller shall not edit the Photos of Product(s) in any way, other than sizing.  Reseller shall ensure that any data, Photos of Product(s) and descriptions of Product(s) displayed by the Reseller: (i) are authorized by Company, (ii) are the most-current versions of such data or materials provided by Company, and (iii) comply with the Brand Guidelines.  Whenever referring to the Product(s), Reseller must use the full proper Product(s) name, including as described in the Brand Guidelines.  During the term of the Agreement only, Company grants Reseller a non-exclusive, non-transferable, non-sublicensable license to use Company’s and its affiliates' logos, trademarks, and trade names, including any special “Authorized Reseller” logo that Company may develop (the “Marks”): (i) in connection with promotional materials provided by Company and (ii) on the Product(s), but only as set forth on the Product(s) at the time of delivery to Reseller. Reseller agrees to cooperate with Company in monitoring Reseller’s use of the Marks and agrees to supply Company with specimens of, and access to, its uses of the Marks upon request. Reseller shall use each Mark in accordance with the instructions from Company, the Brand Guidelines, and in such manner that it creates a separate and distinct impression from any other logo, trademark, trade name or service mark. Reseller agrees that in its conduct of its business in connection with the Marks it shall do nothing to bring disrepute to or damage the goodwill symbolized by such Marks. Reseller agrees that any goodwill arising from its use of the Marks shall inure to the benefit of and be on behalf of Company.  Company may, at Reseller's expense, require Reseller to immediately withdraw from the market any advertising, sales literature, publication or other promotional materials or items produced, published or disseminated hereunder that Company, in its sole discretion, reasonably believes are or may be damaging to the reputation of the Company, its affiliates or the Marks.

 

Company and Reseller each agree and undertake that during the term of this Agreement and thereafter, each shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other disclose to any third party, any information of a confidential nature (including, without limitation, the terms and conditions of the Agreement, and any information relating to the other party's products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, wholesale pricing information, and other information of commercial value) which may become known to a party from the other party (“Confidential Information”), unless the information (i) is public knowledge or already known to that party at the time of disclosure or (ii) subsequently becomes public knowledge other than by breach of this Agreement or (iii) subsequently comes lawfully into the possession of that party from a third party not subject to confidentiality obligations with respect to such information. To the extent necessary to implement the provisions of the Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with such obligations.

 

3.0        Duration of Agreement.  This Agreement shall be effective as of the date Reseller receives approval to participate in the Authorized Reseller Program, and shall continue indefinitely until terminated pursuant to the terms hereof. Either party may terminate the Agreement without cause upon thirty (30) days’ prior written notice to the other party.  Company may at any time terminate this Agreement with immediate effect, without notice to Reseller, if Reseller materially breaches any of the terms and conditions of this Agreement, including without limitation any responsibility placed on Reseller pursuant to Section 1.0.  Reseller may terminate this Agreement if Company materially breaches any terms or conditions of this Agreement and fails to cure such breach within ten (10) calendar days following receipt of written notice thereof.   Upon termination or expiration of this Agreement, Company, at its option, may repurchase any or all Product(s) then in Reseller’s possession at prices not greater than the prices paid by Reseller for such Product(s), provided, however that any such repurchase of Product(s) by Company shall be contingent on Reseller’s shipment of the Product (at Reseller’s expense) to Company’s designated location in the Territory, and on verification by Company that the Product is in its original packaging and in new and immediately salable condition.  Any provision of this Agreement which expressly or impliedly (e.g., continued duty of confidentiality, indemnification, etc.) imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

 

 4.0.      Warranty and Liability.  Company warrants Product(s) only in accordance with Company’s standard warranty(ies) issued from time to time by Company (the “Product Warranty”) for each Product(s).  Reseller understands and agrees that any sale by Reseller of Product(s) in violation of this Agreement shall be deemed an unauthorized sale from an unauthorized reseller.  Reseller further understands and agrees that all Product(s) obtained from an unauthorized reseller (including Product(s) sold in violation of this Agreement) are obtained without warranty, “AS IS” and “with all faults.” EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4 COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. RESELLER’S SOLE REMEDY FOR ANY NONCONFORMING OR DEFECTIVE PRODUCT OR FOR ANY BREACH OF THE PRODUCT WARRANTY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING PRODUCTS OR PARTS OF SUCH PRODUCT(S).  IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO RESELLER OR ANY OF ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF COMPANY, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY COMPANY FROM SALES OF PRODUCTS TO RESELLER IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE LIABILITY.

 

5.0        General Provisions.  The official language of this Agreement is English and the official version of the Agreement is the English version.  This Agreement, and any dispute, controversy or proceeding arising out of or related to this Agreement, including validity, interpretation, effect and enforcement, shall be governed under the laws of the State of Delaware, without regard to its rules of conflicts of laws. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods or the related Convention on the Limitation Period in the International Sale of Goods. Any controversy, claim or dispute that arises out of or relates to this Agreement shall be resolved by binding arbitration conducted in accordance with the American Arbitration Association Commercial Arbitration Rules, including rules for Emergency Measures of Protection.  If the amount in dispute (or the damages likely to arise out of the dispute) is less than $75,000, the parties shall use the Rules for Expedited Commercial Arbitration. The Arbitration shall be conducted before a panel of three (3) arbitrators. Within 14 days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within 10 days of their appointment.  If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.  Each arbitrator shall be a member of at least one United States state bar and shall have been actively engaged in the practice of law for at least 10 years.  The arbitration shall be conducted in English and be held in Cincinnati, Ohio.  All awards made pursuant to any arbitration proceeding conducted hereunder shall be in U.S. dollars, and if an award is made to any claimant which is greater than any amount offered in writing by the opposing party in settlement of such claim or if the opposing party has made no offer of settlement, then the opposing party shall pay all of such claimant’s costs and expenses incurred in such arbitration, including reasonable attorneys’ fees, as well as all costs of arbitration, including all AAA fees and charges and the fees and expenses of all arbitrators.  If no award is made to claimant or the amount of such award is equal to or less than any such amount offered in settlement, then the claimant shall pay the opposing party’s costs and expenses incurred in such arbitration, including reasonable attorneys’ fees, as well as all such costs of arbitration.

Notwithstanding anything contained herein to the contrary, Company at all times shall have the right to seek collections or equitable remedies through the courts, including but not limited to injunctive relief, or otherwise as it deems necessary or desirable to protect its confidential and/or proprietary rights, trademarks or other intellectual property rights.  The exercise by Company of any rights shall be without prejudice to any other rights that Company may have at law or in equity, under this Agreement or otherwise, and shall not give rise to any rights or claims by the Reseller for compensation or damages, including loss of profits, customers, goodwill, capital investment or otherwise.

 

Reseller may not assign its rights, duties or obligations under this Agreement, in whole or in part, without Company’s prior written consent. Any prohibited assignment shall be null and void.   (Waiver) The failure of a party to insist upon strict adherence to any term of this Agreement, on any occasion, shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term, or any other term, of this Agreement. (Notices) Any notice or other communication under this Agreement shall be in writing and shall be considered given five (5) business days after being mailed by prepaid registered mail, return receipt requested, being faxed or immediately upon delivery by recognized courier service.  (Interpretation) Any ambiguity or inconsistency in this Agreement is to be resolved in accordance with the most reasonable construction and not strictly for or against either party by virtue of that party's authorship of a relevant provision of the Agreement or of any of its interim drafts. (Severability) Except where it would materially alter the terms and conditions of this Agreement, in the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law. Entire Agreement: This Agreement sets forth the entire understanding of the parties with respect to the matters set forth herein and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.  The persons signing this Agreement represent and warrant that they are authorized to execute this Agreement on behalf of the respective party

 

IN WITNESS WHEREOF, the parties have caused this Authorized Reseller Agreement to be executed on their behalves by their proper and duly authorized representatives as of the date first written above. Both signatories warrant that they have the proper authority to sign this Agreement and bind their respective companies.

 

Please enter your initials indicating that you agree to the Authorized Reseller Agreement

 

By initialing the following, the signer represents and warrants that he/she has the proper authority to sign this Agreement and bind the Authorized Reseller.

 

 

 

 

 

 Minimum Advertised Price ("MAP") Policy for Catalyst Branded Products

Effective 11 February 2016

 

This policy applies to all Catalyst Branded Products sold by Rogue Lemmings, Inc. (hereinafter the “Company”). The Company's product advertising goals require its direct customers, and the resellers they sell to (together and individually “Distributors”), to aggressively promote the Catalyst premium brand image. The Company recognizes the value of Distributors that dedicate resources and provide services to support and promote Catalyst branded products (the “Covered Products”) to the marketplace.

 

Such valuable services include, but are not limited to, educating end-users, customers, press, product reviewers, companies and professionals on the product performance, features and benefits of Catalyst products, maintaining an adequate inventory to ensure timely excellent service to the customer; and having superior service and high quality tangible product presentation and demonstration to promote Catalyst in the market. Catalyst’s image, and the investments that the Company and its Distributors make in the introduction and marketing of the Covered Products are not furthered by Internet-only and other types of Distributors that lack the capability to provide such services and fail to comply with this Policy.

 

The Company implemented and adopted this Minimum Advertised Price Policy (the “Policy”) to support Distributors in achieving the Company’s goals of protecting its image and reputation, promoting its brand and providing excellent service. The Company has unilaterally determined that it will sell Covered Products only to those Distributors that:

 

1.   Properly represent and promote the quality image and superior goodwill associated with the Covered  Products from physical locations and where applicable on the Internet.

2.   Do not sell or market the Covered Products in any way that disparages or injures the Company or its products or the products or services of any other company.

3.     Do not engage in any form of advertising or advertising practices that violate any federal, state or local laws or ordinances, including without limitation “bait and switch.”

4.     Clearly identify the specific model being advertised (e.g., Catalyst® case for iPhone 6 in Black & Space Gray)

5.     Do not use the Internet (including, but not limited to, business-to-consumer and other websites, auction sites, electronic bulletin boards, browsers, portals, and on-line services and service providers) to advertise (such advertising, “Internet Advertising”) the Covered Products to the general public at a “Net Adjusted Price” (defined below) that is equal to or greater than the list price set forth in the effective the Company's Price List (such prices referred to herein as the “MAP Price”). The requirements set out in this Section 5 apply to all publicly accessible levels/pages on a website. This includes any price published on the Internet, including but not limited to prices displayed through links, pop-ups and other methods of publication, even through another website. For example, reseller may not include statements such as “click here for best price” or “click here to see pricing.”

6.     Do not offer, advertise or provide one or more of the Covered Products on any Internet auction site, including but not limited to ebay.com; webstore.com; ebid.com; OnlineAuction.com; ubid.com; epier.com; OZtion.com; CQOut.com; Webidz.com; yahoo.com; MSN.com; Amazon.com; Auction Addict.com; Auction-Warehouse.com; publicsurplus.com; bid-alot.com; Auctionet.com; Auctions.com; dealdash.com; auctionfire.com; ItsGottaGo.com; or by selling one or more of the Covered Products to any person or entity, which Distributor knows or should reasonably know might offer or sell the Covered Products on an Internet auction site. The only exception to this Section 6 Internet Auction prohibitions applies when the Covered Product is offered using a “buy it now,” or comparable established price, instant purchase at an advertised price at or above MAP Price. As used in this Policy, the term “Net Adjusted Price” means the lower of the advertised price at which a Covered Product is offered by or on behalf of a Distributor to a customer (potential or actual) after (i) applying all discounts, rebates, allowances, coupons and similar price reductions advertised in connection with the Covered Product, (ii) excluding certain taxes and shipment charges paid by the customer, and (iii) giving effect to the value of free or reduced-price bundles advertised in connection with the Covered Product.

7.   Comply with requirements set forth under the heading “DO NOT SELL LIST” in this Policy in cases where a Distributor is selling the products to another Distributor.

 

This Policy applies to all forms of dealer advertising including mailings, catalogs, displays at consumer exhibitions and shows, and any and all other forms of advertising media, including, without limitation, the Internet and any other electronic network.  Any price information relating to Company products on an Internet website which can be accessed directly through any hypertext link or by any other method which uses the hypertext transfer protocol (http), including shopping cart pricing, is considered to be advertising for purposes of this policy.  Mail in rebates, promotional coupon codes or electronic mail sent in direct response to a customer inquiry shall not be considered advertising.

 

THIS POLICY ADDRESSES ONLY ISSUES SURROUNDING THE ADVERTISEMENT OF PRICES ON THE INTERNET, BROADCAST, AND IN PRINT. ALTHOUGH THE COMPANY SUGGESTS RESALE PRICES, THIS POLICY DOES NOT REGULATE ACTUAL SELLING PRICES, THE RIGHT TO SET ACTUAL SELLING PRICES, OR THE ABILITY TO COMMUNICATE AN ACTUAL SALES PRICE IN A DIFFERENT MANNER, SUCH as telephone, e-mail response, and product purchase confirmation communications.

 

This Policy supersedes any similar policies that were in effect prior to its effective date. The Company, at any time, may vary the MAP Price for a Covered Product, or add products, or delete products from the catalogue of the Covered Products.  This Policy may be modified, extended, suspended, discontinued, or rescinded, in whole or in part, by written notice from the Company at any time. Any such notice will describe the nature of any such modification, extension, suspension, discontinuation, or rescission of the Policy. Because this is a unilateral Policy concerning the manner in which the Company chooses to do business in its sole discretion, if there is any disagreement over the interpretation, application or enforcement of the Policy, the Company's interpretation or decision will control.

 

The Company will endeavor to provide prior notice of each new MAP Price or such change in the Covered Products. While the Company will communicate each MAP Price, each Distributor is responsible for making sure that it is aware of the appropriate MAP Price and the Covered Products in each circumstance.

 

The Policy is a unilateral statement of the Company’s preferences concerning the type of Distributor through which the Company chooses to distribute the Covered Products. It is not the intent or purpose of this Policy to restrict, coerce, force, or reach agreement with a retailer to charge a particular price for any products, including, without limitation, the Covered Products. The Policy is not a contract or an offer to form a contract, agreement or any other form of mutual understanding.  Tthe Company will not engage in any sort of negotiation with a reseller related to the matters addressed by this Policy. Rather, the Policy describes the terms under which the Company may, in its sole discretion, choose to sell the Covered Products. The Company does not ask for, has not asked for, and will not accept, any agreement to comply with the Policy. To the extent any person or authority misconstrues this Policy as any sort of “agreement,” it shall be interpreted in accordance with the laws of the State of Delaware.

 

Violations of this Policy

The Company intends to act in its sole interest, based on its own discretion, in addressing violations of this Policy.  Although each Distributor remains free to establish its own resale prices, the Company, without assuming any liability, will take one or more of the following actions immediately following verification by the Company to its satisfaction that such Distributor has violated this Policy by advertising one or more of the Covered Products at a Net Adjusted Price less than the MAP Price:

 

For the first violation:

Each Distributor that does not act in accordance with this Policy shall receive notification of the violation and an explanation of the consequences of continuing violations. The noncompliant Distributor will have twenty four (24) hours from time date of the notification to bring itself into compliance with this Policy.  A Distributor known to be supplying a noncompliant Distributor shall likewise be deemed a noncompliant Distributor.

 

For the second violation:

If a noncompliant Distributor does not bring itself into compliance with this Policy within twenty four (24) hours from the time of notification of the first violation, the Company will respond by transmitting a second notification and removing any and all marketing related support, promotional benefits, incentives, discounts or warranty service provided directly to that Distributor. The Company, at its own discretion, may also increase the wholesale price to that Distributor by an amount deemed reasonable by the CompanyThe Company may also limit the supply of new product to the noncompliant Distributor

 

For the third violation:

If a noncompliant Distributor does not bring itself into compliance with this Policy within five (5) calendar days from the date of second notification the Company will respond by no longer selling to that Distributor and terminating any relationship between the Company and the noncompliance Distributor.

 

Each violation of this Policy is cumulative. The consequences of the violations are additive and take effect regardless of whether the consequences of the preceding violations are still in effect. If a Distributor continues to violate the Policy (as determined by the Company) after receiving notice thereof from the Companythe Company will treat such violation as a subsequent violation, so that the same act(s) or failure(s) to act may result in multiple violations.

 

Do-Not-Sell List

The Company reserves the exclusive right to sell or not to sell to the Distributors included on the Company’s Do-Not-Sell List, which will be identified and enforced through use of written or electronic notice from the Company.

 

Immediately upon receipt of a notice by a Distributor or posting by the Company of each Do-Not-Sell List (whichever occurs first), the Company will treat any sales by a Distributor (including pending orders) to any entity on the Do-Not-Sell List as a violation of this Policy and the consequences of a first and a second Do-Not-Sell List violations shall correspond to the consequences for previously described advertising violations.

 

Use of Trademarks or Copyrighted Materials by Direct Customers

One reason for the implementation of this Policy is the protection by the Company of the image of Catalyst products and the value of Catalyst trademarks and copyrighted materials including but not limited to Catalyst product information and photographs, renderings, documents, advertising copy, articles, website content and layout, images, files, videos, webinars, text and graphics displays, service manuals, training materials, web banners, and other digital assets, (collectively, the “IP”). Advertisements in violation of this Policy (including with prices below the MAP) will likely result in diminishing, diluting or weakening the value of such IP. Accordingly, any Distributor that violates this Policy shall not be authorized to sell or advertise the Covered Products and be restricted from using the IP and any materials derived from such IP.

 

Notification of restriction shall come via a Cease and Desist letter. In conjunction, the Company shall let it be known that the selling of Covered Products during the period in which the Distributor is restricted from using the IP shall void any and all of Company product warranties for such products.

 

Use of Trademarks or Copyrighted Materials by Customers of Distributors

With respect to any customer of a Distributor that advertises or otherwise promotes Covered Products at a Net Adjusted Price below the MAP, the Company shall take all steps necessary to prevent that customer’s unauthorized use of any of the IP. Further, the Company shall let it be known that the selling of Covered Products by any customer of a Distributor in violation of this Policy, during the period of the restriction, shall void any and all the Company product warranties for such products.

 

Communications

the Company's representatives and employees are strictly prohibited from discussing the Policy with any Distributor. The Company's representatives and employees are also strictly prohibited from seeking or accepting any assurances of any Distributor’s compliance with the Policy.

 

All inquiries regarding the Policy should be directed in writing to:

 

ThornCrest Law

ATTN: Kathleen M. Walker

1310 Rosecrans Street, Suite B

San Diego, California 92106

Attn: Minimum Advertised Price Policy Administrator

e-mail: info@thorn-crest.com

 

No representative of the Company has the authority to speak to or to modify the terms and conditions of this Policy. This Policy may only be modified in writing and the only authorized communication regarding the Policy will be through the above-referenced email address.

 

The Company does not and will not discuss the business dealings of any Distributor with any other Distributor. The Company does not seek and will not accept any complaints or comments about the advertising or pricing policies of any other Distributor. The Company reserves the right to change or discontinue the Policy at any time, and no Distributor has the right to rely on the continued existence of the Policy or the Company’s enforcement of the Policy.  The Company reserves the right to choose any Distributor with which it will do business and reserves the right to accept or reject any purchase order from any account at any time.  The Company may, at its discretion, provide a “Frequently Asked Questions” reference (FAQ) to this Policy to Distributors.

 

This Policy shall not apply in any jurisdiction in which such policies have been deemed by any court or governmental authority to be unenforceable.  

 

 


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