Minimum Advertised Price Policy

AdMagic, Inc. dba Breaking Games (“Ad Magic”), in its sole discretion, reserves the right to discontinue doing business with any reseller that advertises any product(s) covered by this Minimum Advertised Pricing Policy (“MAP Policy”) at a price lower than the MAP.

General

The MAP policy shall be implemented as follows:

• The products covered by this Policy are listed in Section 4 (“MAP Products”). Breaking Games may in its sole discretion modify this list from time to time.
• The MAP Policy applies to advertised prices, not the price at which Map Products are actually sold or offered for sale to an individual online, in-store or over the telephone.

Effective April 14, 2016, a Minimum Advertised Price (MAP) on all Ad Magic, Inc. dba Breaking Games (Ad Magic) products will be in effect.

Ad Magic has been building a brand of strong recognition and a high-perceived value since 1997. By not adhering to the established Minimum Advertised Price (MAP) a reseller can have a dramatic effect of diminishing or detracting from the perceived value of the Breaking Games brand and its products. The internet, with its worldwide impact, has the possibility to cause great harm to any companies’ products, if they are advertised at prices that will eliminate any legitimate retail competition. Our MAP pricing policy is intended for consumers to purchase from other resellers based on loyalty and customer care expectations. Therefore, if Breaking Games agrees to allow your company to sell its products, you will need to agree and abide by the following requirements and restrictions. The MAP policy shall be implemented as follows:

• The Minimum Advertised Price for any Breaking Games product shall not be less than [%] below the current Manufacturer’s Suggested Retail Price (MSRP) as published on the Breaking Games Price Sheet (attached hereto as Exhibit A). MAP pricing is established by Breaking Games and may be adjusted by Breaking Games at its sole discretion.
• The MAP for all Breaking Games products shall be no more than the MSRP provided in the Breaking Games Price Sheet.
• The MAP policy applies to all advertisements of Breaking Games products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio, and public signage.
• The MAP policy is not applicable to: 1) any in-store advertising that is displayed only in the store and not distributed to any customer(s) outside of their store and 2) any email newsletters sent to your customer database.
• The inclusion in advertising of free or discounted products (whether made by Breaking Games or another manufacturer) with a product covered by the MAP policy would be contrary to the policy if it has the effect of discounting the adver¬tised price of the covered product below the MAP.
• If pricing is displayed in other than a brick and mortar retail store, any strike-through or other alteration of the Minimum Advertised Price is prohibited.
• MAP applies only to advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual consumer within the dealer’s retail location or over the telephone. Breaking Games dealers and sales representatives remain free to sell these products at any price they choose.
• Breaking Games MAP policy does not in any way limit the ability of any dealer to advertise that “they have the lowest prices” or, they “will meet or beat any competitors price”, that consumers should “call for a price” or phrases of similar import as long as the price advertised or listed for the products is not less than MAP.
• Dealer agrees to hold all trademarks and copyrights of Breaking Games as the property of Breaking Games and use advertising materials provided by Breaking Games in an authorized manner only.
• Intentional or repeated failure to abide by this policy will result in termination of dealership or sales representatives. Breaking Games does not intend to do business with dealers or sales representatives who degrade the image of Breaking Games and its products. It is Breaking Games sole discretion whether or not to provide prior notice or issue warnings before taking any action under this policy.
• E-Bay and Other Auction Web Sites Policy:
  1) Buy it Now” options must be listed at a price equal to MAP or greater.
  2) For auctions the reserve and/or opening bids must start at MAP without a “Buy it Now” option.
  3) Best Offer Auctions Are Not Allowed
  
• 1Negotiated Contracts: From time to time it may be explicitly approved by Breaking Games in writing to sell certain Breaking Games products at below MAP pricing. The discount amount and length of time will be determined at the time of this approved promotion by Breaking Games.
• Breaking Games will supply a copy of the Breaking Games MAP policy to any new or existing reseller to be filled out, acknowledged and returned to Breaking Games. This form shall be signed and returned to Breaking Games and in doing so, will bind the reseller to abide by the MAP and reseller requirements spelled out in this document.

Advertising Requirements

The MAP Policy applies to all advertisements of MAP 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. The MAP Policy does not apply to solely on premise or in-store advertising that is not distributed to customers.

• Website features such as “click for price,” automated “bounce-back” pricing emails, 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 dealer (rather than by the customer) and thereby constitute “advertising” under this MAP Policy.
• 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 Breaking Games products, so long as no price is listed.

This MAP Policy also applies to any activity which Breaking Games determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases’ and the like.

• It shall not be a violation of this MAP Policy to advertise in general that the reseller has “the lowest prices” or will match or beat its competitors’’ prices, or to use similar phrases; so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP Policy.
• From time to time, Breaking Games may permit resellers to advertise MAP Products at prices lower than the MAP retail price. In such events, Breaking Games reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.

Policy Enforcement

• Breaking Games reserves the right to cancel any pending orders, restrict future orders, or suspend resellers’ account if Breaking Games reasonably believes: (i) a reseller has violated the provisions of this Policy; or (ii) a reseller intends to violates this Policy.
• Breaking Games is solely responsible for determining whether a violation of the MAP Policy as occurred, as well as determining appropriate sanctions.
• Waivers to this MAP Policy may be granted in Breaking Games sole discretion in writing. In the event that Breaking Games authorizes a waiver to the MAP Policy, resellers must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAP Policy.
• Breaking Games monitors the advertised prices of resellers, either directly or via the use of third-party agencies or tools. Resellers are expected to provide reasonable cooperation in any Breaking Games investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Breaking Games MAP Policy investigation is a violation of this MAP Policy.
• The MAP Policy will be enforced by Breaking Games in its sole discretion and without notice. Dealers, distributors, resellers, have no right to enforce the MAP Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of Breaking Games business relationship, as well as any available remedies at law.