Unilateral Minimum Advertised Price (MAP) Policy

Colugo LLC (“Colugo”), has built a strong brand, developed a significant amount of goodwill and has earned a reputation of manufacturing high-quality products.  Having spent significant resources to accomplish this, Colugo has determined it will not support advertising or promotional messaging that adversely impact Colugo’s brand, goodwill or reputation. 

Accordingly, Colugo has unilaterally established this Minimum Advertised Price Policy (“MAP Policy”) for its Covered Products. Colugo intends to sell Covered Products only to authorized distributors, retailers, and resellers in the United States (collectively “Resellers”) that do not advertise the Covered Products below the Minimum Advertised Price set forth in this MAP Policy. Colugo may choose to enforce this policy through action up to and including termination of Reseller that advertises any Covered Product below the stated Minimum Advertised Price.

1. Advertisements. This MAP Policy applies to any and all forms of advertising, of any means of media, that displays a Covered Product and a retail price, discount or other incentive, at any time prior to and throughout any transaction, including without limitation the following (the “Covered Media”):
   • Internet-based or other electronic media, including the Reseller’s website, third party websites, PDPs, apps, emails, SMS, social media accounts, and selling platforms (e.g. amazon.com, eBay, Walmart);
   • Any and all displays of a retail price that are digitally visible outside of an individual shopper’s shopping cart;
   • The Reseller’s banners or advertising on sites or apps owned by third parties;
   • Google shopping, Google PMAX, or other listings on websites that accumulate and display advertised pricing from unrelated websites if sponsored or funded by the Reseller, or if the Reseller submits information to the website; and
   • Catalogs, coupons, flyers, inserts, magazines, mail order catalogs, mailers, postcards, newsletters, newspapers, posters, billboards, television and radio advertising, or electronic billboards.
2. Minimum Advertised Price and Covered Products. The current “Minimum Advertised Price” and “Covered Products” are set forth in Appendix A and as designated by Colugo from time to time.
3. Violation of MAP Policy.
   • Colugo considers displaying a price for a Covered Product in Covered Media that is lower than that Covered Product’s Minimum Advertised Price a violation of this MAP Policy.
   • This MAP policy does not apply to the following:
     1. In-store displays, signage, price markings that are only visible to the consumer once inside a Resellers’ physical store location;
     2. Advertising that states “Call for Price,” or “Add to Cart to See Price,” “See Price in Cart,” or similar statements;
     3. Displaying a price for a Covered Product in Covered Media that is lower than that Covered Product’s Minimum Advertised Price during “Allowed Promotional Windows” and at the applicable “Allowed Promotional MAP” as set forth in Appendix B;
     4. Coupons or “blanket” discount offers that can be applied only during checkout (eg: 20% off sitewide, save 10% with digital coupon), so long as any and all advertised prices prior to any item being placed in the end-customer’s cart are consistent with this MAP Policy.
     5. Advertising for Covered Products that are clearly designated as open box, refurbished, or used; or
     6. Advertising that includes an offer of a gift card when a Covered Product is purchased to be used for future discount on subsequent purchases from the Reseller; provided, however, that such Covered Media otherwise comply with this MAP Policy and are not designed or intended to circumvent the intent of this MAP Policy.
4. Enforcement and Consequences of Violation. Colugo will make all decisions concerning compliance with and enforcement of this MAP Policy unilaterally. Colugo actively monitors advertised prices via manual checks and automated tools. Violations will be documented, and enforcement actions will be applied uniformly across all Resellers. If a Reseller advertises prices below those required by this MAP Policy, sanctions will be unilaterally imposed by Colugo, including but not limited to one or more of the following actions:
   • Notify the Reseller of the non-compliant advertisement with a reminder of Colugo’s MAP Policy on Covered Products;
   • Zero out available inventory in the Reseller’s 846 inventory transmission or manually uploaded inventory availability reports;
   • Cancel any pending orders, and suspend the Reseller’s right to sell the Colugo Covered Product in question for a period of time depending on the breadth and severity of the MAP Policy violation, commencing from the date of notice from Colugo;
   • Cancel any pending orders, and suspend the Reseller’s right to sell the entire Colugo product portfolio for a period of time depending on the breadth and severity of the MAP Policy violation, commencing from the date of notice from Colugo; and
   • Terminate the Reseller Agreement or other relevant agreement between Colugo and the Resellers or other member of the distribution network who has violated this MAP Policy.
5. This MAP Policy is a unilateral declaration of policy by Colugo and does not reflect or constitute an agreement between Colugo and any Reseller, any other authorized distributor, or any other person or entity, and by issuing this policy Colugo is not seeking any such agreement. Nothing in this MAP Policy is intended to set or limit the price(s) at which any Reseller resells their products (including any Covered Product). Each Reseller is free to set its own resale prices. Instead, this MAP Policy merely restricts the advertised prices listed in any Covered Media. This MAP Policy does not apply to any advertising outside the United States.
6. Unilateral Amendment. Colugo reserves the right to amend, terminate, or otherwise modify the Covered Products, the Minimum Advertised Price, promotional windows, or any other provision of this MAP Policy, at any time, in its sole discretion, without prior notice to Resellers. Changes to the MAP Policy will be posted at https://www.Colugo.com/pages/map-policies and are effective upon the date such changes are first published. It is the responsibility of Resellers of Covered Products to monitor the designated Colugo website for updates to the MAP Policy.
7. No Authority. Colugo’s sales personnel and agents have no authority to modify or grant exceptions to this MAP Policy or have any communications with any Reseller regarding violations of this MAP Policy.
8. Questions Regarding the Policy. All questions regarding this MAP Policy shall be addressed to Colugo’s MAP Policy Administrator at retail@colugo.com (the “MAP Policy Administrator”). No Colugo representative or agent other than the MAP Policy Administrator is authorized to confirm compliance with this MAP Policy, discuss it or amend it.

This MAP Policy was last updated November 5, 2024.

Appendix A: Covered Products and Minimum Advertised Price

Covered Products (by SKU)	Covered Products (by Product Name)	Minimum Advertised Price (MAP)
101001-101706	Colugo The Compact Stroller, All colors	$225.00
102000-102700	Colugo The Baby Carrier, All colors	$99.00
158000-158507	Colugo The One Stroller, All colors	$325.00
108000	Colugo The Compact Infant Kit	$95.00
s147000-147700	Colugo The Cozy, All colors	$75.00
148000-148700	Colugo The Carrier Cozy, All colors	$60.00
151000	Colugo The Carrier Mac	$45.00
153200	Colugo The Drool Pack- Navy	$25.00
149000-149700	Colugo The Cozy Mittens, All colors	$25.00
114000-114706	Colugo On the Go Organizer, All colors	$45.00
116000-116706	Colugo The Diaper Tote, All colors	$55.00
191000-191706	Colugo The Parent Backpack, All colors	$55.00
195000	Colugo The Park Playmat	$65.00
160000	Colugo The One Car Seat Adapters	$50.00
200000	Colugo The One Stroller Bag	$99.00
123000	Colugo The One Snack Tray	$35.00

 Appendix B: Allowed Promotional Windows (Q4 2024)

Allowed Promotional Windows	Allowed Promotional MAP
November 21 – December 1, 2024	Up to 20% off of MAP
December 2 – 5, 2024	Doorbusters: $69 MAP on The Baby Carrier $169 MAP on The Compact Stroller $243.75 on The One Stroller Up to 20% off of MAP on all other SKUs