IELLO UNITED STATES MINIMUM ADVERTISED PRICE POLICY
EFFECTIVE AS OF MAY 15, 2017
IELLO USA, LLC (“IELLO”) develops and sells a diverse assortment of board games, card games and other games and gaming accessories (the “Products”). IELLO acknowledges and understands that its current and continued success is directly related to the success of its network of authorized dealers (including without limitation all IELLO distributor, wholesale, and retail customers that resell IELLO products to consumers, known herein as “Vendors”). IELLO also recognizes and understands that its Vendors take great pains to deliver a first class experience to their customers, and IELLO desires to support its Vendors in furtherance of achieving their goals by protecting its image and reputation, promoting its brand and providing excellent resources that are key to maintaining the hobby culture for game enthusiasts. Therefore, it is in the interest of both IELLO and its Vendors to protect the Vendors’ ability to continue to provide an outstanding experience and exemplary service to their customers. In furtherance of the aforementioned dual interest, IELLO believes that it is also in the best interest of both IELLO and its Vendors to discourage advertising practices that would be detrimental to the service and support efforts of our Vendors. As a result, IELLO has developed and put into force this Minimum Advertised Price Policy (“MAPP”) on a UNILATERAL BASIS. This MAPP shall in no way be considered or construed to be an agreement (or to create any contract) with or between any Vendor or other person or entity, and shall only apply to advertised pricing. It is in no way meant to regulate actual sales prices whatsoever.
The decision to comply with this MAPP is left up to each individual Vendor, and if they choose to comply, all such Vendors are solely responsible for maintaining compliance with IELLO’s MAPP. IELLO reserves the right, in its sole and absolute discretion, to suspend or discontinue selling Products (and otherwise discontinue doing business with) any Vendor that: (i) advertises any Products covered by this MAPP at a price in contravention of this MAPP; or (ii) takes any other action whatsoever in contravention of this MAPP.
- The products covered by this policy are listed here (the “Products”), along with IELLO’s suggested retail price for each such Product. IELLO may in its sole discretion modify this list and such prices from time to time.
- IELLO recognizes that Vendors are free to make their own decisions to advertise and sell any IELLO product at any price they choose, without consulting or advising IELLO. Similarly, IELLO will exercise its right to make its own decisions regarding who it chooses to be an authorized Vendor and who IELLO provides supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.
- The MAPP applies to advertised prices, not the price at which Products are actually sold or offered for sale to an individual in-store or over the telephone.
- IELLO believes in maintaining a fair marketplace for all its authorized Vendors. Please visit our FAQ Section for more information on the MAPP and enforcement.
A Vendor shall have violated this MAPP if:
- It puts forth any advertisement, not exempted by this MAPP, that (i) offers a price for a Product; or (ii) implies a price for a Product; or (iii) has the effect of reducing the advertised price for a Product, to a price that is at a discount of greater than twenty percent (20%) off of IELLO’s suggested retail price as prescribed by the MAPP.
- It puts forth any advertisement or makes any statements or phrases that are misleading or arbitrary with regard to the prices of a Product.
- It puts forth any advertisement that includes discounts, rebates, coupons, or offers with similar price reductions that serve to reduce the advertised price below the prescribed MAPP price, whether this reduction is stated in terms of a specific dollar amount or more generally as a reduction from the MAPP. For example "50% off Retail Price."
The Following are clarifications of the MAPP, but are not an exhaustive list. Please contact the MAPP Representative (as defined below) if you have any specific questions:
- This MAPP applies to all advertisements of the Products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage, as well as internet sites, social media sites, apps, or any other electronic media.
- This MAPP does not apply to solely “on-premise” or “in-store” advertising promotions or sales that are not disseminated to customers, nor does it apply to advertising on the site of a local event, convention or trade show where the Vendor has rented a booth or space to sell the Products.
- Website features such as “click for price”, automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, and automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by the Vendor (rather than by the customer) and thereby constitute “advertising” under this MAPP; Provided however that it shall not be a violation of this MAPP to advertise that a customer may “call for price,” “email for price” or “add to cart for price,” or to use similar language, specifically with respect to Products, so long as no price is listed. Additionally e-mails, text messages, letters, and quotes from a Vendor addressed to an individual customer in connection with such customer's inquiries, specific expressions of interest or business with the Vendor shall not be a violation of this MAPP.
- This MAPP also applies to any activity which IELLO determines, in its sole discretion, is designed or intended to circumvent the intent of this MAPP, such as solicitations for ‘group purchases’ and the like.
- It shall not be a violation of this MAPP to advertise in general that the Vendor has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the Vendor does not include any advertised price below those prescribed by this MAPP and otherwise complies with this MAPP.
- From time to time, IELLO may permit Vendors to advertise Products at prices lower than the MAPP retail price. In such events, IELLO reserves the right to modify or suspend the MAPP retail price with respect to the affected products for a specified period of time by providing advance notice to all Vendors of such changes.
- From time to time IELLO may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAPP to advertise the availability of the manufacturer's rebate, provided that:
- the advertisement includes a MAPP compliant price, the rebate amount, and the net price after manufacturer's rebate in the same type size and style;
- an asterisk is placed next to the net price after manufacturer's rebate; and
- “*after manufacturer's rebate” appears in the same area of the advertisement as the advertised product.
- This MAPP shall not apply to the advertising price of used and/or non-current Products.
- “Bundling” or advertising Products for sale together will violate this MAPP when:
- the effective or stated price of the bundle represents a discount of greater than twenty percent (20%) of the prices prescribed in the MAPP; or
- any item bundled with the Products violate any of IELLO's rights (including without limitation any intellectual property rights) or
- any item bundled with the Products include words, packaging, graphics, or other indicia which may create customer confusion as to the source of the product(s); or
- the effective or stated discount is greater than twenty percent (20%) of the highest priced item in the bundle.
- Gift cards, coupons, points, or other incentives which are contingent on the purchase of a Product will violate this MAPP when:
- the effective or stated price of the bundle represents an immediate discount of greater than twenty percent (20%) of any Product covered by the MAPP; or
- the effective or stated price of the bundle represents a discount of greater than twenty percent (20%) of a Product covered by the MAPP after taking into consideration any contingent future purchase.
- Rebate programs from IELLO, whether on its Products or any of its affiliates' products are exempt from this policy.
***THIS MAPP SHALL NOT APPLY TO ANY JURISDICTION OR ANY VENDOR, PERSON OR ENTITY DOING BUSINESS IN ANY JURISDICTION WHEREIN ANY APPLICABLE LAW WOULD FIND THIS MAPP TO BE ILLEGAL OR OTHERWISE IN CONTRAVENTION OF SUCH APPLICABLE LAW. FURTHER, IN ANY EVENT, THIS MAPP SHALL ONLY EVER APPLY TO A JURISDICTION, VENDOR, PERSON OR ENTITY IN THE UNITED STATES, TO THE EXTENT THIS MAPP DOES NOT VIOLATE ANY APPLICABLE LAW.
- In the event a Vendor chooses not to follow MAPP, sanctions will be imposed by IELLO in the following manner.
- First Notification: IELLO will send the Vendor a communication noting the MAPP violation and such Vendor will be allowed 10 business days to cure the violation without further consequence.
- Second Notification: In the event the Vendor does not cure the infraction within 10 business days, IELLO will send the Vendor a communication noting the MAPP violation and the Vendor will be considered to be in “Non-Compliance” status and a "Stop Ship" order will be placed on the Vendor’s account for a minimum of 10 business days. If such Vendor remedies the violation within the next 10 business days the “Non-Compliance” and “Stop Ship” designations will be removed 10 business days after the MAPP violation is corrected.
- Third Notification: In the event the Vendor does not cure the infraction within 10 business days after being placed into “Non-Compliance” status, then IELLO will send the Vendor a communication noting the continued MAPP violation and, in its sole discretion, may terminate the distributor/reseller relationship with such Vendor.
- Each violation of this MAPP 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 Vendor continues to violate the MAPP (as determined by IELLO) after receiving notice thereof from IELLO, then IELLO will treat such violation as a subsequent violation, so that the same act(s) or failure(s) to act may result in multiple violations. IELLO reserves the right to cease any supply relationship with a Vendor. IELLO reserves the right, in its sole discretion, to determine whether a violation has occurred; whether given the circumstances at issue and the passage of time, a violation will be classified as a first, second or third violation; and whether any of the actions set forth above will be taken.
- If a Vendor with multiple store locations violates this MAPP at any one store location, or on any associated website, then IELLO will consider this to be a violation by the Vendor as a whole in the aggregate.
- Notwithstanding anything to the contrary in this MAPP (including without limitation Section A of this Article VII), IELLO reserves the right to cancel any pending orders, restrict future orders, or suspend Vendors' account if IELLO reasonably believes:
- a Vendor has violated the provisions of this policy; or
- a Vendor intends to violate this policy.
- IELLO has designated a specific representative to deal with this MAPP (the “MAPP Representative”) who is solely responsible for determining whether a violation of the MAPP has occurred, as well as determining appropriate sanctions and is the sole person at IELLO to discuss this MAPP with any Vendor.
- Waivers to this MAPP may be granted in IELLO's sole discretion by the MAPP Representative in writing. IELLO sales, marketing, or other personnel are not authorized to modify or grant exceptions to the MAPP. In the event that the MAPP Representative authorizes a waiver to the MAPP, Vendors must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAPP.
- IELLO employees, contractors, agents and other representatives are strictly prohibited from discussing the MAPP with any person or entity, and they are also strictly prohibited from seeking or accepting any assurances of any Vendor’s compliance with the MAPP. The MAPP will be enforced by IELLO in its sole discretion and without notice. Vendors have no right to enforce the MAPP. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. All questions related to this MAPP should be directed to:
Attn: Minimum Advertised Price Policy Representative
This MAPP may only be modified in writing and the only authorized communications regarding the MAPP will be made through the above-referenced email address.
- IELLO recommends that Vendors do not communicate with other Vendors concerning compliance with the MAPP. IELLO does not and will not discuss the business dealings of any Vendor, including their compliance with the MAPP, with any other Vendor.
- IELLO monitors the advertised prices of Vendors, either directly or via the use of 3rd party agencies, online search programs and other tools. Vendors are expected to provide reasonable cooperation in any IELLO investigations regarding possible MAPP violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a IELLO MAPP investigation is a violation of this MAPP. IELLO will establish, maintain and enforce a Non-Approved Vendor List comprised of Vendors to which IELLO (and any of its authorized resellers/distributors) may not sell Products.
- IELLO reserves the right to change or discontinue the MAPP at any time, and no Vendor has the right to rely on the continued existence of the MAPP or IELLO’s enforcement of the MAPP. IELLO reserves the right to choose any VENDOR with which it will do business and reserves the right to accept or reject any purchase order from any Vendor at any time.
**SUBJECT TO THE FOREGOING PARAGRAPH: Any term or provision of this MAPP that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
MAPP FREQUENTY ASKED QUESTIONS (“FAQ”)
Q: How can I tell if my proposed bundle is MAPP compliant?
A: The bundle STATED and EFFECTIVE discount cannot exceed 20% of the most expensive item in the bundle.
King of Tokyo bundled with King of New York:
Ad STATES "A $90.00 value for $71.00"
King of Tokyo = MAPP price $32.00
King of New York = MAPP price $40.00
Total EFFECTIVE discount: 21% = Violation
Q: What happens if I receive a notice of MAPP violation on a Product?
A: Accounts with MAPP violations will have 10 business days to cure any such violation without any further consequence. If the violation is not cured within such period, the Vendor will be placed in “Non-Compliance” status in our system and a "Stop Ship" order will be placed on the account; the “Non-Compliance” and “Stop Ship” designations will be removed 10 business days after the MAPP violation is corrected. You must notify IELLO of the correction of the violation at IELLOMAPP@IELLOGAMES.COM. You will not be able to place new orders under “Non-Compliance” status. Please refer to Article VII of the MAPP for the applicable provisions.
Q: What Happens if I have a new MAPP violation while already under a "Stop Ship"?
A: The 10 business day "Stop Ship" period resets and will begin as soon as all violations are corrected and IELLO is notified of the correction.
Q: Will IELLO take additional actions in regards to MAPP violations?
A: IELLO reserves its right to take additional actions up to and including termination of our relationship with your company.
Q: What About Price Matching other Vendors?
A: IELLO does not allow advertising for any MAPP covered product below MAPP price under any circumstance except as set forth specifically in Article V (among others) of the MAPP.