DG BRANDS™ AUTHORIZED RESELLER POLICY

To qualify and remain a DG BRANDS™ Authorized Reseller, your business must adhere to this DG BRANDS™ Authorized Reseller Policy at all times.

1. Maintain Current Business Information & Disclose All Locations That Carry DG BRANDS™ Branded Products: Maintain accurate and up-to-date company information with DG BRANDS™ and disclose all retail locations and websites that carry DG BRANDS™ branded products throughout the term of your reseller relationship with DG BRANDS™. Qualifying retail locations are expected to be one of the following: your physical brick & mortar store(s), your e-commerce-enabled website(s), or temporary storefronts (events, tradeshows, pop up stores, etc.). All DBAs, online aliases, merchant names, etc. must be reported to DG BRANDS™. Hindering, obstructing, delaying, or otherwise failing to provide accurate business information as it pertains to DG BRANDS™ will be seen as a violation of this policy.

2. Sell on Approved Retail Website(s) Only: When selling online, must only take orders via publicly accessible e-commerce enabled web pages hosted on approved websites owned and operated by your company. Selling on 3rd party sites (eBay, Amazon, Alibaba, etc.), drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.), classified sites (Craigslist.com, Facebook Marketplace, etc.) or direct messages on forums is strictly prohibited without the explicit, written, prior permission of DG BRANDS™.

3. DG BRANDS™ Minimum Advertised Price Policy: Ensure you understand and abide by DG BRANDS™’ MAP Policy. Please refer to our MAP Policy, in the second section below.

4. DO NOT USE THIRD PARTY INTELLECTUAL PROPERTY TO ADVERTISE OR SELL DG BRANDS™ PRODUCTS: You may not use any third party intellectual property to advertise or sell any DG BRANDS™ PRODUCTS. This includes in catalogues, e-commerce stores, and advertising materials. You cannot identify DG BRANDS™ goods using third party intellectual property, including but not limited to, the names of characters or personas.  You are strictly responsible for any use of third party intellectual property in contravention of this Section.

5. Sell to Retail Consumers Only: You may not sell in bulk to B2B accounts, wholesalers, jobbers, or freight forwarders/drop-shippers for other retailers. Sell to your end consumers only.

6. Only Purchase DG BRANDS™ Products Directly from Assigned & Authorized Distributor: Do not buy DG BRANDS™ products from other retailers, or from other sources not explicitly endorsed by DG BRANDS™, and do not sell DG BRANDS™ products that were acquired any way other than from or approved by DG BRANDS™.

7. Anti-Diversion: Reseller will not divert the DG BRANDS™ Products and will not sell to any account or person that Reseller knows or should know is likely to resell the products.

8. Sell to Customer(s) Within an Assigned Geographic Territory: Reseller must restrict customer order shipments to shipping addresses located within your assigned country or designated territory. This includes selling or shipping DG BRANDS™ products to end consumers online if your territory does not include the online channel.

9. Operate Ecommerce Business Separately from Offline Retail: You must have the ability to plan inventory for your ecommerce business separately from inventory planned for your physical store’s business & provide accurate sell-thru numbers for each.

10. No Bundling DG BRANDS™ Products Without Obtaining Permission: Must not re-SKU or bundle DG BRANDS™ products in your online assortments & data feeds without receiving prior written permission from DG BRANDS™.

11. Policy with respect to use of DG BRANDS™, DG BRANDS™ Owned Trademarks and Maintaining Merchandising Standards: You are responsible for all aspects of your sales and fulfillment of DG BRANDS™ Products. You will not take any action that diminishes the value or reputation of DG BRANDS™ Products or DG BRANDS™. All trademarks, trade names, style names, logos, tag lines, photographs, images, designs, patterns, copyrights, and other elements of the DG BRANDS™ products, whether protectable or not, provided to you by or on behalf of DG BRANDS™, shall be referred to as the “DG BRANDS™ IP.” Any and all use of DG BRANDS IP must be solely for the promotion and sale of DG BRANDS™ products only. Any use of DG BRANDS IP in online advertising that links to or otherwise directs traffic to non-DG BRANDS products is strictly prohibited.  If DG BRANDS™ objects to your use of the DG BRANDS™ IP, you will make all changes necessary to correct such use. Specifically: All advertisements that feature DG BRANDS™ Products shall present DG BRANDS™ branded products as being of high value and quality. Advertisements that diminish or degrade or otherwise adversely affect the DG BRANDS™ reputation, logo, brand names, trademarks or other intellectual property rights, or that confuse or mislead consumers as to the quality and value of products are strictly prohibited. DG BRANDS™ Resellers must make every effort to use approved imagery, digital assets and copy in its advertising, especially where DG BRANDS™ is able to provide it. DG BRANDS™ will monitor Reseller’s websites, and Reseller’s must comply with all change requests from DG BRANDS™.  All internet advertising, including but not limited to, Banner ads, Cost-per-Click advertising, Search Engine advertising and Search Engine Data Feeds, or wording provided to any entity engaged in such advertising must follow best practices for content distribution.

12. Usage of Licensed Materials: DG BRANDS™ grants you a non-exclusive, non-transferable, non-sublicenseable royalty-free, license to utilize the following materials (“Licensed Materials”), solely in the manner described and subject to the terms of Section 11 herein:

a. You may include the words “Authorized DG BRANDS™ Reseller” in advertisements and marketing materials for your physical store as well as any Authorized Retail Websites, as reasonably necessary to identify you as an authorized reseller, provided, that such words are solely used to advertise and market DG BRANDS™ Products. In the event you breach this Policy, the MAP Policy, or are otherwise no longer an authorized reseller of DG PRODUCTS, this license will automatically terminate, and you will have no further right or license to use any DG BRANDS™ IP and you will cease use of the DG BRANDS™ IP.

b. You may utilize the DG BRANDS™ IP made available to you on your Authorized Retail Websites and in advertising and marketing material solely to market, advertise and sell the DG BRANDS™ products, subject to the terms of this Policy, and provided that, in the event you breach this Policy, the MAP Policy, or are otherwise no longer an authorized reseller of DG PRODUCTS, this license will automatically terminate and you will have no further right or license to use any DG BRANDS™ IP and you will cease use of the DG BRANDS™ IP.

c. You agree to cease all uses of the DG BRANDS™ IP if you are no longer an authorized reseller

13.  Terms of Sale: All terms of sale are as specified below and shall supersede any purchase order terms and conditions, or other form agreement prepared by Dealer:

a. Payment Options: For current customers, terms to remain in effect unless otherwise contacted. For new customers, credit application needs to be completed for processing. COD, Cash, Money Oder or Card (Visa, AMEX or MC) accepted without credit approval. Net terms or COD Company Check are available upon approved credit. Please allow one to two weeks to process DG BRANDS™ Credit Application. All new dealers must provide a DG BRANDS™ Resale Certificate when submitting an Application for Credit. A finance charge of 1.5% per month will be charged on all overdue accounts.

b. New Orders and Re-Orders: All orders are FOB Pre-Paid and Add and subject to change without notification. New Account minimum opening order is $1,000. Re-order minimum is $100.

c. Commercial Addresses Only: All addresses will be validated, and no orders shall be shipped to residential addresses, PO Boxes, Mailing Centers (UPS Stores) etc.

d. Claims: Shipping discrepancy:  Any discrepancy in the quantity of cartons received from carrier must be reported within 5 days of receipt of goods. Any discrepancy in quantities received, damaged or incorrect merchandise must be reported within 10 days upon receipt of goods.   However, HALLOWEEN COSTUME shipments made January through June will be allowed until July 1st to report.  By reporting earlier, the ability to replace from stock is increased.

e. Returns: Returns will not be accepted for in-store damages, or for garments which have been worn. All returns must be reported within 10 days of receipt of goods and require approval and a Return Authorization Number from Corporate Headquarters.  Returns are subject to a 20% restocking charge. All shipments made as agreed, that are refused and returned to DG Brands™, are subject to a 20% restocking fee plus shipping charges.

f. Back Orders: Any item not shipped complete on an order automatically becomes a backorder unless you advise DG BRANDS™ Customer Service department in writing to cancel backordered items.

14.  Indemnification: Reseller will defend, hold harmless, and indemnify DG BRANDS™ and its affiliates and each of their members, officers, directors, employees, representatives, and agents from any damages, claims, actions, proceedings, or settlements related to or arising from your violation of this Policy.

15.  Obey the Law, Abide by Policy Rules & Serve Customer Needs: Must comply with all applicable laws, rules, regulations & policies in connection with the advertising, sale, & marketing of DG BRANDS™ products and use of the DG BRANDS™ IP. Must provide a level of sales support & customer support for our customers that, at a minimum, demonstrate industry best practices.

16.  Report Sell-Thru:  Collect and provide accurate sell-thru and POS reporting data by SKU and approved retail locations/channels upon request, IN ACCORDANCE WITH DREAMGIRL’S REASONABLE INSTRUCTIONS.

Failure to comply with all of the terms in DG BRANDS™ Authorized Reseller Policy will result in suspension or termination of your account, and the loss of all rights associated therein.

 

DG BRANDS™ US UNILATERAL MAP POLICY

Introduction: As a leading manufacturer and marketer of women's fashion-forward lingerie, dresses, separates, DG BRANDS™ recognizes that our high-quality dealers invest time and resources to deliver an extraordinary customer experience through knowledgeable staff and compelling vendor presentation. To support our resellers’ efforts, DG BRANDS™ wishes to establish policies that allow resellers to earn the profits necessary to maintain the high level of customer excellence people have come to expect from DG BRANDS™ dealers. To protect the investment of our respected, high quality dealers and the reputation of DG BRANDS™’s family of brands, we have unilaterally adopted the following MINIMUM ADVERTISED PRICE POLICY (“MAP Policy”).

This MAP Policy sets a Minimum Advertised Price (“MAP”) for all DG BRAND products (“MAP Product”). In order to remain in good standing, all Resellers must advertise DG BRANDS™ products at, or above, the minimum advertised price. Any person or entity that sells DG BRANDS™ products, including retailers, online dealers, warehouse distributors, auction sellers or auction sites, is a “reseller” or a “dealer.”

Policy Statement – Please read carefully:

DG BRANDS™, in its unilateral discretion, will not do business with any reseller, as to the products covered by this MAP Policy, if that reseller intentionally advertises any MAP Product that does not comply with this Policy.

General MAP Policy Guidelines:

1. DG BRANDS™ reserves the right, in its unilateral discretion, to take other action with respect to any reseller that violates this MAP Policy. The MAP Policy will be enforced by DG BRANDS™ in its sole discretion.

2. DG BRANDS™ recognizes that any authorized DG BRANDS™ account can make its own decisions to sell any DG BRANDS™ product at any price it chooses without consulting or advising DG BRANDS™. DG BRANDS™ similarly has the right to make its own independent decision regarding product allocations and reseller participation as a member of the DG BRANDS™ Authorized Reseller Program at any time.

3. DG BRANDS™ will set the MAP retail price. Listing a price which is below the MAP retail price for a MAP Product in any advertising will be viewed as a violation of this MAP Policy. This MAP Policy applies to all advertisement of MAP Products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage. This MAP Policy also applies to any activity which DG BRANDS™ 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.

4. From time to time, DG BRANDS™ may permit resellers to offer couponed discounts on MAP Products bringing the final purchase price below the MAP retail price. In such events, DG BRANDS™ 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.

5. List of Dreamgirl MAP Holidays:
Lingerie

25% MAX discount off MSRP during the following timeframes:
• Black Friday (Within 1 week before and 1 week after)
• Cyber Monday (Within 2 days before and 2 days after)
• Valentine’s Day (Jan 24th-Feb 7th)
• Summer (July- August)
Costume
25% MAX discount off MSRP during the following timeframes:
• Early Halloween Sales Push August through Labor Day
• Mid-Season Halloween Sales Push First Week of October
30% MAX discount off MSRP during the following timeframes:
• Off Season November-June
Wigs
25% MAX discount off MSRP during the following timeframes:
• Early Halloween Sales Push August through Labor Day
• Mid-Season Halloween Sales Push First Week of October

6. When selling online, must only take orders via publicly accessible e-commerce enabled web pages hosted on approved websites owned and operated by your company. Selling on 3rd party sites (eBay, Amazon, Alibaba, etc.), drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.), classified sites (Craigslist.com, Facebook Marketplace, etc.) or direct messages on forums is strictly prohibited without the explicit, written, prior permission of DG BRANDS™.

7. It shall be a violation of this MAP Policy if DG BRANDS™ products are bundled with or sold as part of a package that includes products not pre-approved by DG BRANDS™. It shall also be a violation of this MAP Policy to bundle DG BRANDS™ products at an advertised price that would not reflect the true combined MAP price of all products in the bundle.

8. Although resellers remain free to establish their own resale prices, DG BRANDS™ reserves the right to cancel all orders and indefinitely refuse to accept any new orders from any resellers following DG BRANDS™ verification that such reseller has advertised any MAP Products at a net retail sales price less that the then-current MAP retail price established by DG BRANDS™, or if reseller has violated this policy by letter or in spirit in any other way. Violation of any section in this policy in letter or in spirit may result in termination as an authorized DG BRANDS™ reseller. DG BRANDS™ reserves the right to deny or discontinue the sale of DG BRANDS™ branded products at any time.

9. Policy Enforcement: If a dealer with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then DG BRANDS™ will consider this to be a violation by the dealer.

First Violation: For a first infraction for failure to follow the MAP Policy, DG BRANDS™ may send a written warning identifying the violation.  Any reseller who commits a first violation will be given five days from the date of the written warning (which may include email or other electronic delivery) to bring all of its sales of the MAP Products into conformity with the MAP Policy.  If the first violation is not cured within the five-day period, the reseller will be deemed to have received a notice of second violation.

Second Violation: For any reseller who commits a second, or subsequent violation, DG BRANDS™ may, unilaterally and without notice or further warning, terminate its relationship with and discontinue to sell MAP Products to the reseller violating the MAP Policy, in addition to any other penalties set forth herein.

DG BRANDS™ will not discuss any conditions of acceptance related to this Policy, as it is non-negotiable and will not be altered for any retailer. In addition, DG BRANDS™ does not ask for, nor will it accept, any assurance or agreement of compliance with this Policy from its retailers.

Nothing in this Policy shall constitute an agreement between DG BRANDS™ and any reseller that the reseller will comply with this Policy. DG BRANDS™ sales, marketing, or other personnel are not authorized to modify or grant exceptions to the MAP Policy. Dealers are expected to provide reasonable cooperation in any DG BRANDS™ investigations regarding possible MAP Policy violations.

Hindering, obstructing, delaying, or otherwise failing to cooperate with a DG BRANDS™ MAP Policy investigation is a violation of this MAP Policy. The MAP Policy will be enforced by DG BRANDS™ 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 our business relationship, as well as any available remedies at law.

All questions related to this MAP Policy should be directed to: MAPADMIN@DGBRANDS.COM