JEM Organics MAP Policy

Effective Date: July 1, 2019

JEM Organics has adopted the following Minimum Advertised Price (MAP) Policy for the JEM Organics product line. This MAP Policy applies to all JEM Organics Retailers, Wholesalers, Distributors, Kitchens, Authorized Online Retailers, and Preferred Online Retailers (each, a JEM Organics Reseller), is effective July 1, 2019, and replaces and supersedes any prior MAP policies for JEM Organics brand products.

JEM Organics is a premium brand committed to delivering healthy, innovative, natural and organic functional food products using the finest ingredients available. Consistent with that commitment JEM develops unique products that incorporate formulations and ingredients that appeal to the discerning demands of the higher-end consumer seeking healthy yet ridiculously delicious food items. JEM Organics believes that certain advertising practices are inconsistent with its competitive strategy for these products and for the JEM Organics brand image as a leader in the marketplace. These practices also may undermine the commitment of JEM Organics and the JEM Organics Resellers to provide an appropriate level of service, merchandising, advertising and promotion in the support of JEM Organics's strategy for JEM Organics Products (as so designated from time to time by JEM Organics in its price files or otherwise) and in turn, the JEM Organics brand image.

In keeping with the strategy outlined above, JEM Organics has adopted the following Policy:

1. JEM Organics Resellers shall not advertise JEM Organics MAP Products in any medium (including, without limitation, print, radio, television, retailer or other websites, auction sites, shopping engines, online marketplaces, internet resale sites and electronic media) at a consumer advertised price lower than the Minimum Advertised Price established by JEM Organics from time to time for the particular product.
2. For purposes of this Policy, the Consumer Advertised Price is the net price that results from the application of any coupons, giveaways, rebates or other consideration provided in connection with the offered transaction.
3. Authorized and Preferred Online Resellers must display an advertised price for all JEM Organics MAP Products on the product detail page. For clarification, verbiage such as “Click for price” does not satisfy the requirement for displaying an advertised price.
4. JEM Organics Online Resellers may not modify product names, descriptions or SKU numbers on product listing pages and marketing materials, such as by omitting or modifying hyphens or other punctuation or take any other actions in an attempt to obscure or conceal violations of this Policy.
5. JEM Organics has established a Minimum Advertised Price for JEM Organics MAP Products as follows: 0% below JEM Organics’s then-current list price for designated JEM Organics Products
6. JEM Organics reserves the right, in its sole discretion, to change the Minimum Advertised Price generally or with respect to certain products and, if it does so, it will provide notice of such change at least 30 days in advance. This Policy shall not apply to products that are designated as obsolete or discontinued by JEM Organics in its sole discretion.
7. JEM Organics Resellers are free to establish their own actual sale prices for JEM Organics Products and their own advertising policies.
8. If any JEM Organics Reseller that is not an Authorized Online Retailer or a Preferred Online Retailer fails to comply with this Policy, the consequences set forth on Exhibit 1 shall apply.
9. If an Authorized Online Retailer fails to comply with the provisions set forth in this Policy, the consequences set forth on Exhibit 2 shall apply.
10. If a Preferred Online Retailer fails to comply with the provisions set forth in this Policy, the consequences set forth on Exhibit 3 shall apply.
11. If a JEM Organics Reseller believes a violation letter was sent in error, then within five business days from receiving such notice, it may submit evidence to JEM Organics for consideration. If JEM Organics, in its sole judgment, finds such evidence to be persuasive, it may rescind the finding of a violation.
12. Notwithstanding the provisions of Exhibits 1, 2 and 3, (a) after a first violation, a failure to comply with this Policy will not be treated as a violation unless it occurs (or continues) more than two days after a previous violation, and (b) any violation of this Policy that occurs more than 12 months before the most recent violation will no longer be considered a violation for purposes of calculating the appropriate level of consequence.
13. JEM Organics reserves the right, in its sole discretion and without being required to exhaust the consequences on Exhibits 1, 2 and 3, to stop selling JEM Organics Products to any JEM Organics Reseller that JEM Organics deems to be a chronic violator or that otherwise demonstrates its unwillingness or inability to comply with this Policy.
14. On a limited or infrequent basis, holiday or other short-term promotion exceptions may be approved in advance by JEM Organics, in its sole discretion.

JEM Organics has adopted this Policy unilaterally in furtherance of its independent business strategy for its JEM Organics brand. Each JEM Organics Reseller is free to decide independently whether to follow this Policy. No JEM Organics employee or representative is authorized to modify or change this Policy for any particular JEM Organics Reseller. JEM Organics alone will implement, interpret and enforce this Policy in its sole discretion and independent judgment. JEM Organics does not expect, and will not accept, any assistance from or agreement with its customers about this Policy or its implementation, interpretation or enforcement. Please make sure that all appropriate people in your organization receive a copy of this Policy. JEM Organics reserves the right to amend or discontinue this Policy at any time, and we will notify you of any such amendment or discontinuation. This Policy is in addition to and separate from all other JEM Organics policies.

Thank you for your continued support of JEM Organics products.

Exhibit 1

Consequences for violations by any JEM Organics Reseller that is not an Authorized or Preferred Online Retailer

If any JEM Organics Reseller that is not an Authorized Online Retailer or a Preferred Online Retailer fails to comply with this Policy, the following consequences shall apply:

1. First Violation: Written Warning (may be via email).
2. Second Violation: For 30 days, JEM Organics will stop selling to the JEM Organics Reseller the JEM Organics Products to which the violations related.
3. Third Violation: For 30 days, JEM Organics will stop selling all JEM Organics Products to the JEM Organics Reseller.

 

Exhibit 2

Consequences for violations by any Authorized Online Retailer

If any JEM Organics Authorized Online Retailer fails to comply with this Policy, the following consequences shall apply.

1. First Violation: Written Warning (may be via email).
2. Second Violation: Second Violation: Second Written Warning (may be via email).
3. Third Violation: For 30 days, (i) loss of all Authorized Online Retailer benefits, (ii) JEM Organics will stop selling all JEM Organics Products to the violator, and (iii) the retailer will not be authorized to purchase JEM Organics Products from any distributor.
4. Fourth Violation: For 90 days, (i) loss of all Authorized Online Retailer benefits, (ii) JEM Organics will stop selling all JEM Organics Products to the violator, and (iii) the retailer will not be authorized to purchase JEM Organics Products from any distributor.

 

Exhibit 3

Consequences for violations by any Preferred Online Retailer

If any Preferred Online Retailer fails to comply with the provisions set forth in this Policy, the following consequences shall apply:

1. First Violation: Written Warning (may be via email).
2. Second Violation: Second Violation: Second Written Warning (may be via email).
3. Third Violation: For 30 days, loss of all Preferred Online Retailer benefits, including deep linking on the JEM Organics brand site(s).
4. Fourth Violation: For 30 days, (i) loss of all Authorized and Preferred Online Retailer benefits, (ii) JEM Organics will stop selling all JEM Organics Products to the violator, and (iii) the retailer will not be authorized to purchase JEM Organics Products from any distributor.
5. Fifth Violation: For 90 days, (i) loss of all Authorized and Preferred Online Retailer benefits, (ii) JEM Organics will stop selling all JEM Organics Products to the violator, and (iii) the retailer will not be authorized to purchase JEM Organics Products from any distributor.