Gardyn Inc. Minimum Advertised Pricing Policy

This Gardyn Inc. (“Gardyn”) Minimum Advertised Price policy (“MAP Policy”) is made effective this 10th day of July, 2024 (herein referred to as “MAP policy”). This MAP Policy has been established solely and unilaterally by Gardyn, and will be administered unilaterally and enforced by Gardyn in accordance with the terms hereof. Each distributor, reseller, sales representative, or dealer of Gardyn products in the Territory (hereinafter defined) (each, a “Reseller”) shall receive a copy of this MAP Policy, as well as any updates or modifications to the MAP Policy and exhibits made by Gardyn from time to time in its sole discretion.

1. This MAP Policy sets forth the minimum price at which Resellers may advertise Gardyn products, whether new, used, demo, or open-box (the “Products”). The minimum price at which Resellers may advertise the Products (the “Minimum Advertised Price”) is set forth in all pricing on www.mygardyn.com and within the Gardyn App. The Minimum Advertised Price may be modified or updated by Gardyn from time to time without notice to Resellers by updating www.mygardyn.com or within the Gardyn App as it may determine at its sole discretion.
2. This MAP Policy shall be applicable to all Resellers in the United States (the “Territory”). 
3. This MAP Policy applies to all advertisements of Gardyn Products in any and all media, including, but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, email solicitations, internet or other electronic media, television, radio, and public signage. This MAP Policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customers.
4. The inclusion in advertising of free or discounted Products would be contrary to the MAP Policy if it has the effect of discounting the advertised price of the Product below the Minimum Advertised Price.
5. If pricing is displayed anywhere other than a brick-and-mortar-retail store, any strike-through or other alteration of the Minimum Advertised Price is prohibited.
6. Permitted Reseller Conduct. 
   1. This MAP Policy does not establish maximum advertised prices. All Resellers may advertise Gardyn products at any price in excess of the Minimum Advertised Price.
   2. The MAP policy does not, in any way, limit the ability of any reseller 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 meaning as long as the price advertised for the product is not less than the Minimum Advertised Price.
7. Gardyn maintains the right to run a temporary sale at its discretion, and in such case, the Minimum Advertised Price will be the same as the temporary sale price on those particular items for that particular time period.
8. Gardyn has designated a MAP Policy administrator (“MAP Policy Administrator”) who is solely responsible for determining whether a violation of the MAP Policy has occurred, as well as for determining appropriate consequences and sanctions.
9. Policy Enforcement; Sanctions.
   1. This MAP Policy is not intended to constitute an agreement between Gardyn and its Resellers. Resellers shall not be required to countersign this MAP Policy. Compliance with this MAP Policy is at all times voluntary, at the Retailer’s sole discretion. 
   2. Gardyn 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 of Gardyn’s investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a MAP Policy investigation is a violation of the MAP Policy.
   3. In the event any Reseller violates this MAP Policy, Gardyn may, in its sole and exclusive discretion, without notice, cancel any pending orders, refuse to accept future orders, or suspend Reseller’s account.
   4. If a reseller with multiple store locations violates this MAP Policy with respect to any one store location, or on any associated website, then Gardyn will consider this to be a violation of this MAP Policy by the Reseller and may impose the sanctions described in this Section. 
   5. All of the sanctions described herein shall be unilaterally and uniformly imposed by Gardyn upon all Resellers. Resellers have no right to enforce the MAP Policy against one another, and Gardyn shall not acknowledge or accept any notification received by a Reseller concerning the violation of this MAP Policy by another Reseller. 
10. Miscellaneous. 
    1. This MAP Policy and the contents hereof are confidential. Resellers shall not disseminate copies of this MAP Policy to any third party, with the exception of any resellers to whom Resellers will be reselling the Products, or to include any reference to this MAP Policy in their advertising. Such conduct shall be deemed a violation of this MAP Policy. 
    2. This MAP Policy shall be construed in accordance with and governed by the laws of the State of New York.
    3. This MAP Policy is void and inapplicable wherever expressly prohibited by law.
    4. All questions related to the MAP Policy should be directed to: [email protected].