Wrap Fresh Wholesale Agreement Terms and Conditions

MAP Pricing, Sales, & Marketing Requirements: Official Policy and Guidelines for Authorized Resellers of Wrap Fresh

The Wrap Fresh Wholesale Agreement (the "Agreement") is made between Wrap Fresh and the undersigned wholesale account ( "the Account"). Wrap Fresh reserves the right, in its sole and exclusive discretion, to revoke participation in the Wrap Fresh wholesale program and/or additional action against any Account that violates any section of this agreement. This agreement will be for a term of one year from the date of the last signature below, and shall be automatically extended for one year periods thereafter unless Wrap Fresh or Account give notice of non-renewal at least 30 days prior to end of term or extended term or sooner terminated as set forth below.

SECTION 1: MINIMUM ADVERTISED PRICE (MAP) POLICY

1. Wrap Fresh will enforce the MAP Policy according to Wrap Fresh sole and exclusive discretion.
2. Wrap Fresh recognizes that any Account has the right to make its own decisions to advertise and sell any branded product at any price it chooses without consulting with or advising Wrap Fresh. Similarly, Wrap Fresh has the right at any time to make its own independent decisions regarding product allocations and Account participation with respect to any member of the Wrap Fresh Authorized Reseller Program.
3. Wrap Fresh will maintain an updated “MAP Products" list of those products that are subject to this MAP Policy. Wrap Fresh reserves the right to update or modify this list at any time for any reason, including but not limited to market changes, product updates, reformulations, or other factors.
4. All Products listed will have a MAP retail price associated with them. Any Account that lists a price less than the MAP retail price next to the featured MAP Product in any Account advertising will be deemed to be violating this MAP Policy. This MAP Policy applies to all advertisements of MAP protected products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines catalogs, mail order catalogs, and Internet or any similar or other electronic or digital media (including websites, forums, email newsletters, email solicitations, SMS or other text-based solicitations, social media such as Facebook, Twitter, Pinterest, YouTube and others, television, radio, and public signage). Website features such as "Click for Price", automated "bounce-back" pricing emails, pre-formatted email responses, forms, automatic price display for any items prior to being placed in a customer's shopping cart, and other similar features shall be deemed communications initiated by the Account (rather than by the customer) and each of these constitutes "advertising" under this MAP Policy. This MAP Policy also applies to any activity which Wrap Fresh determines, in its sole and exclusive discretion, to be designed or intended to circumvent the intent of this MAP Policy, including but not limited to solicitations for "group purchases" and the like.
5. It shall not be a violation of this MAP Policy to advertise in general that the Account has "the lowest prices" or will match or beat its competitors' prices, or to use similar phrases, but only so long as the Account (i) does not include any advertised price below MAP and (ii) otherwise complies with this MAP Policy.
6. From time to time at its sole and exclusive discretion, Wrap Fresh may permit via written notification (email included) to Accounts the advertising of Wrap Fresh products at prices lower than the MAP retail price. In such events, Wrap Fresh reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time.
7. It shall be a violation of this MAP Policy to include in any advertising for Wrap Fresh products any additional discount, coupon, gift card, or incentive (whether in the form of, without limitation, 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 MAP Product below MAP.
8. It shall not be a violation of this MAP Policy to advertise that a customer may "call for price" or "email for price", or to use similar language, specifically with respect to Wrap Fresh products, so long as no actual or specific price is listed or published in any form.
9. If an Account with multiple locations violates this MAP Policy at any particular store location, then Wrap Fresh will deem that to be a violation by each and every one of the Account's locations.
10. Wrap Fresh sales representatives are NOT authorized to make, bind or execute any agreements, exceptions, or assurances with respect to Wrap Fresh MAP Policy regarding Account advertising or pricing. Any request for special promotion, advertising, or marketing below MAP pricing must be submitted in writing for review no fewer than 10 business days prior to the intended date the proposed MAP exception is to take place.

SECTION 2: ONLINE SALES & MARKETING

1. It shall be a violation of this Agreement if an Account engages in the sale of Wrap Fresh products in any online marketplace such as, but not limited to, Amazon.com and ebay.com. Any account found to be directly, or indirectly, engaged in the sale of Wrap Fresh products will immediately have all wholesale privileges revoked without notice. No wholesale account is permitted to sell Wrap Fresh products on amazon.com, without exception. 
2. All e-commerce activity is to be conducted via a website under the ownership of the Account, hosted on a unique domain, under the control and operation of the Account or its management and subject to the prior written approval of Wrap Fresh.
3. Accounts are permitted to market directly to their customer base via social media. including Facebook, Twitter, and Instagram so long as such marketing does not include any MAP policy violations and uses approved Wrap Fresh logos and branding materials.
4. In order to protect the Wrap Fresh brand image, any marketing material considered sexual, offensive, inflammatory, or obscene is strictly prohibited. Violations including any materials in the above categories will result in an immediate suspension of the Accounts reseller status at the sole discretion of Wrap Fresh.
5. Published marketing materials, print or digital, shall use pre-approved Wrap Fresh branding, logos, and images. It is not realistic, or feasible for Wrap Fresh to review all marketing materials circulated by an Account, but all marketing materials shall be in compliance with this agreement. Upon the request of the Account, Wrap Fresh will provide logo artwork and brand images for digital download.
6. Accounts are strictly prohibited from engagement in pay-per-click (PPC) or other online sponsored or bidding advertisement systems (i.e. -Google Ads) as they specifically pertain to the products, branding, or trademark names of Wrap Fresh or the specific product names or branding. Acceptable PPC activities can include generic industry terms, but not Wrap Fresh specific language. (i.e. -"Vinyl Wrap Cleaner" is acceptable, but "Wrap Fresh Gloss" is not. "Gloss Vinyl Cleaner" is acceptable, but "Wrap Fresh Satin/Matte" is not).
7. Accounts are permitted to engage in organic, search engine optimization (SEO) activities in order to increase search relevance. Activities including the enlistment of "click banks" or other paid ranking increase services shall be considered a violation of this Agreement.

SECTION 3: OBLIGATIONS AND REMEDIES

A. Should an Account be found to be in violation of any section of this agreement they will receive immediate notification from a member of the Wrap Fresh staff and be granted a reasonable amount of time by written notice to correct the violations.
1. In the event the Account fails to correct/retract any violations, discontinue sales via an unauthorized 3rd party website, or refuse to comply with the request in a reasonable time frame Wrap Fresh reserves the right to revoke wholesale account privileges and terminate this agreement at their sole discretion.
2. Repeated and continued violations of this agreement will result in termination of this agreement and permanent removal of wholesale privileges from the Account. Wrap Fresh reserves the right to enlist the assistance of legal counsel and seek the full extent of the damages resulting from the Accounts violations. In such event the prevailing party shall be entitled to recover its reasonable Attorney fees and cost incurred.
3. In the event an Account is permanently removed from the Wrap Fresh wholesale program, Wrap Fresh may, at its discretion, opt to buy back the remaining inventory of the Account at the invoiced rate. Wrap Fresh is not, however, required to buy back aged, damaged, discontinued, or otherwise unusable inventory.
4. The Account shall be responsible for any and all Shipping Charges, Duties, and Taxes associated with orders delivered.