Wholesale/Reseller Agreement Policy
POLICY STATEMENT
Through significant investments in the design, formulation, manufacture and clinical testing of its products, dHouse Brands, Inc., (COMUNE) have developed a strong reputation for providing premium skin care products. COMUNE also recognizes that its success is tied to the success of its customer, who resell COMUNE products and that many customers have invested significant time and resources to showcase and partner with COMUNE to bring awareness and to deliver extraordinary experience to their customers and/or patients.
In order to protect our reputation and the COMUNE brand image, COMUNE has established this Minimum Advertised Price Policy (the “Policy”), which has been enforced and became effective since January 01, 2022. Not only is this Policy intended to enhance the COMUNE brand to continuously offer premium and affordable offerings, but to protect our customers’ investment in COMUNE products and discourage discount price-based advertising that would be detrimental to our customers’ sales and support effort.
Therefore, COMUNE has adopted this unilateral United States Minimum Advertised Price Policy (MAPP) and applies to all COMUNE customers and authorized resellers who sell COMUNE products in or to the United States, its possession and territories, whether selling products through their retail store or/and own online store (referred to in this Policy as a “Reseller” and collectively as “Resellers”).
GENERAL POLICIES
1. Any Advertisement issued by or on behalf of a Reseller may not list a price for a COMUNE product that represents a discount of more than fifteen percent (15%) off of the suggested list price for such product as listed on the then current COMUNE’s Manufacturer Suggested Retail Price list (“MSRP”), The MAPP is unilaterally set by dHouse Brands, Inc., for all COMUNE products and may be adjusted by COMUNE products at its sole discretion. The MSRP and MAPP may be changed from time to time at COMUNE’s, sole discretion, provided that such changes apply equally to all Resellers.
2. Reseller agrees any Advertisement issued or on behalf of a Reseller may only use a discount of MAPP set of no more than fifteen percent (15%) off of the COMUNE’s MSRP, for limited time only and not set as permanent Sale Price as normal business practice. Limited time is defined as only temporarily for the purpose of introductory promotion, awareness promotion, customer acquisition, event promotion, and special promotion.
3. COMUNE acknowledges that Resellers may conduct in store or/and own online nationwide sales, discounts and promotions for holiday sales, end of the year sales, and other special sales to promote COMUNE’s products in conjunction with other brands and categories or/and liquidate discontinued products that are greater than fifteen percent (15%) as a normal course of business, and for limited time. It is allowed so long as these sales and promotions are in conjunction to other brands and category for limited time, and not advertised as the only COMUNE’s product and brand.
4. Resellers are responsible at all times for complying with all federal, state and local laws, regulations and rules related to the promotion, sale and dispensing of COMUNE products to customers or patients over the internet. Resellers are responsible for being familiar with any laws, regulations or rules that apply to them. ANY SALES OF COMUNE PRODUCTS ARE AT RESELLER’S OWN RISK OF LEGAL LIABILITY. Resellers should consult their own legal counsel on these matters.
5. Resellers who do operate a website through which they sell COMUNE products, must inform their COMUNE sales representative and dHouse Brands, Inc., corporate offices of the existence of the website and provide the representative with the URL address. Resellers selling through their own operated website may not, in any instance, use the name COMUNE or any of the COMUNE product names in their domain names.
6. Resellers who wish to use any COMUNE product name, logo or copyrighted image in sponsored advertising on the internet must receive permission from COMUNE use such product name, logo or copyrighted image in the sponsored ad. Resellers must abide by all Terms and Conditions of COMUNE. Resellers should be aware that using COMUNE’s trademark, copyrights, logos, images without permission is prohibited.
MINIMUM ADVERTISED PRICE POLICY (MAPP) + APPLICABILITY
The MAPP will be established solely by COMUNE and will be communicated to all Resellers of COMUNE Products. The Products, Manufacturer Suggested Retail Price (MSRP), and MAPP may be changed from time to time at COMUNE sole discretion. If COMUNE changes the MAPP on any Product, it will provide at least 30 days’ notice to Resellers before such change takes effect.
The Policy is not intended to control, influence, limit or affect in any way the prices at which Resellers sell COMUNE products to consumers. This Policy is strictly limited to restrictions on advertised price. Each Reseller remains free to determine its own resale price for COMUNE products. It is a violation of this Policy for a Reseller to advertise any COMUNE Product(s) at a price lower than the published MAPP.
It is a violation of this Policy for Resellers to advertise any COMUNE Product(s) at a price lower than the published MAPP.
Direct or indirect attempts to circumvent this Policy will be considered a violation of this Policy. “Advertisement” includes any and all promotional or pricing information displayed via any type of media, marketing, or promotional materials, including, without limitation:
Flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogues, television, radio, public signage, billboards, text messages, signs; and
All forms of Internet advertisements, including, without limitation, all website pages and banners, social media, emails, blogs, portal sites (search engines – Google, Yahoo, etc.) and click-through search engines, whether or not products are sold from those sites.
This Policy applies to all advertisements, announcements, communications, information or publications regarding COMUNE Products generated, developed, produced or distributed by or on behalf of any Reseller in any media or format whatsoever or any linked to or from a banner ad, apps, or any other electronic media (“Advertisements”).
INTERNET SALES
Resellers shall not market or offer for sale the Products on any website or fulfill Reseller’s sales of Products through any website, other than Reseller’s owned websites, without prior written consent from COMUNE which is granted solely through the execution by COMUNE of the Authorized Online Reseller Agreement. Execution by COMUNE of the Authorized Online Reseller Agreement constitutes the only means of providing consent to sell Products online. No COMUNE employee or agent may authorize online sales through oral statements, other written agreement, or by any other means.
Resellers’ own Live online sales via means of facebook live, Instagram live, and other live show apps for direct to customer sales or/and brand promotion is permitted as long as Resellers do not violate MAAP when advertising before, during and after of an online Live show.
Selling on third-party marketplace sites (e.g., Ebay, Amazon, Walmart Marketplace, Sears, etc), Unauthorized e-commerce marketplaces (e.g., Etsy, Facebook Market Place, ASOS marketplace, etc), drop-ship accounts (e.g., Rakuten, Newegg, Overstocking, Jet.com, etc), internet auction and classified sites (e.g., Craigslist.com, Buy.com, Groupon, Offer Up, etc), or via direct discounter’s site is strictly prohibited. Violation of this paragraph is considered a material breach of this policy and may result in COMUNE’ block on Reseller’s account.
Violation of this paragraph is considered a material breach of this policy and may result in COMUNE to block on Reseller’s account.
ENFORCEMENT OF POLICIES
COMUNE does not intend to engage in business with any Resellers who diminishes the perceived value of COMUNE products. Accordingly, in the event that Resellers elects not to follow this Policy, COMUNE, without assuming any liability, may unilaterally impose sanctions on that Reseller, up to and including termination of its relationship with Reseller, canceling any pending orders placed by such Reseller and ceasing the sale of any COMUNE products to such Reseller.
COMUNE shall be solely responsible for determining whether a violation of the Policy has occurred, for communicating its decisions regarding the Policy to Resellers, and for receiving any communications about violations or potential violations of the Policy and for deciding what sanctions to impose, if any.
POLICY VIOLATIONS
COMUNE will monitor and review Resellers’ Advertisements for violations of this Policy. Violations of the Policy shall be determined by COMUNE in its sole discretion. Resellers have no right to enforce the Policy and COMUNE will not communicate with any Reseller or third-party regarding violations of this Policy by others.
COMUNE reserves the right to impose penalties if COMUNE believes that:
1. A Reseller has violated the provisions of this Policy; or
2. A Reseller has engaged in any activity that COMUNE determines, in its sole discretion, is designed or intended to circumvent the intent of this Policy.
Specifically, COMUNE will take the following actions, which apply to all Resellers, should a Reseller fail to comply with the Policy:
1. First Violation: COMUNE will notify Reseller of the violation and corrective action to be taken by Reseller.
2. Second Violation: COMUNE will suspend Reseller’s account for a period of 120 days after sending notice of violation.
3. Third Violation: COMUNE will cease doing business with the Reseller
POLICY MOTIFICATION + UNILATERAL ACTION
COMUNE reserves the right at any time to modify, suspend, or discontinue this MAPP Policy, in whole or in part, or to designate promotional periods during which the terms of the Policy change or are not applicable. COMUNE will provide notice of any such actions to all Resellers.
No COMUNE's employee or agent is authorized to modify, interpret, or grant exceptions to this Policy for any Reseller. No person has authorization to modify this Policy or to solicit or obtain agreement of any person to this Policy, and any such modification or agreement is invalid.
Therefore, any inquiries related to this Policy should be submitted in writing and directed to our compliance team who will also bring up all matters to our upper management and President. Any questions or comments about this Policy should be submitted in writing and directly to COMUNE team through e-mail only, to:
E-Mail Subject Line: “ATTN: COMUNE POLICIES”
E-Mail Directly To: legal@ComuneMarket.com
CONTACT INFORMATION
For general inquires, please connect with us at sales@ComuneMarket.com
COMUNE
2301 E. 7th Street F103
Los Angeles, CA 90023 USA
COMUNE® a Division of dHouse Brands, Inc.
