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Retailer Policy

MORILEE LLC AUTHORIZED RETAILER POLICY Effective August 1, 2019

Morilee by Madeline Gardner continually strives to maintain, strengthen and build the prestige of its bridal gown and specialty fashion apparel brands, which all have a tradition of high quality and excellence. Accordingly, Morilee by Madeline Gardner is selective in choosing retailers it authorizes to sell its products. Morilee by Madeline Gardner reserves the right to cease doing business with any retailer that fails to meet the requirements of an “authorized retailer” as set forth below.

Store-Sales Requirements
Morilee by Madeline Gardner products are authorized for sale by retailers with physical storefront retail establishments offering full service to the customer. Morilee by Madeline Gardner reserves the right to approve or disapprove a retail premises in its sole and absolute discretion based on, among other things, appearance, service level and any other factor that affects brand image.

Internet-only retailers are NOT authorized to sell Morilee by Madeline Gardner products under any circumstances.

Sales or advertising of Morilee by Madeline Gardner products via auction-based websites such as eBay, etc. are NOT authorized under any circumstances.

For Morilee by Madeline Gardner’s bridal collections (i.e., Morilee, Blu, Voyage, Julietta and AF Couture), (i) online publishing of prices are NOT authorized under any circumstances, and (ii) online sales are NOT authorized under any circumstances.

For Morilee by Madeline Gardner’s other collections, an authorized retailer with a physical store location may (i) publish prices online, and (ii) sell Morilee by Madeline Gardner products online if (a) such sales are in addition to sales available at the physical store, (b) online customers are given all the benefits and privileges of in-store customers, and (c) the authorized retailer otherwise complies with this policy.

All sales to authorized retailers are for retail sale only to end-users in accordance with the provisions hereof. Transshipping or other redirecting of products to other locations, persons or entities for purposes of resale are NOT authorized and will subject a retailer to immediate termination of its “authorized retailer” status.

Maintenance of the Morilee by Madeline Gardner Brand Image
All advertising for Morilee by Madeline Gardner products must be tasteful and reinforce the brand image promoted by Morilee by Madeline Gardner. Morilee by Madeline Gardner reserves the right to approve or disapprove any and all advertising or other use of the Morilee by Madeline Gardner name and mark, other Morilee by Madeline Gardner trademarks, and product images, including in print advertising, catalogs, television, Internet or any other form of advertising. Morilee by Madeline Gardner reserves the right to terminate a retailer’s “authorized retailer” status and otherwise discontinue doing business with any retailer whose advertising, as determined by Morilee by Madeline Gardner, does not comport with this policy.

Buying Requirements
In order to properly stock and promote Morilee by Madeline Gardner products, an authorized retailer must meet minimum stock purchase requirements for each season, as determined by Morilee by Madeline Gardner. Morilee by Madeline Gardner reserves the right to terminate a retailer’s “authorized retailer” status and otherwise discontinue doing business with any retailer who fails to place stock orders for two consecutive seasons, or who otherwise fails to comply with Morilee by Madeline Gardner’s buying requirements.

MSRP
Morilee by Madeline Gardner acknowledges that retailers have the right to set retail prices for the products that they sell. However, because Morilee by Madeline Gardner believes that discounting prices dilutes the image and reputation of its brands, Morilee by Madeline Gardner reserves the right to terminate a retailer’s “authorized retailer” status and otherwise discontinue doing business with any retailer who engages in a regular practice of discounting below Morilee by Madeline Gardner’s MSRP. Limited discounting may be acceptable in certain circumstances, such as:

– Special, limited-time, in-store promotions [authorized by Morilee by Madeline Gardner]

– End-of-season clearance for limited times
– Styles that have been discontinued by Morilee by Madeline Gardner, provided the items are expressly marked as “discontinued” and such discounts are for a limited time
– Shopworn items, provided the customer is informed that the items are shopworn and such discounts are for a limited time
– Bona fide employee discounts

Trans-shipping Prohibited
Retailers are from transshipping Morilee by Madeline Gardner products to any third parties (including other retailers) in any venue or market. Likewise, retailers may not purchase or receive Morilee by Madeline Gardner products from any third parties (including other retailers). Morilee by Madeline Gardner reserves the right to terminate a retailer’s “authorized retailer” status and otherwise discontinue doing business with any retailer who violates this restriction.

Right to Terminate Retailer Without Cause

Morilee by Madeline Gardner reserves the right at any time, in its sole discretion, to terminate a retailer’s “authorized retailer” status and otherwise discontinue doing business with any retailer with or without cause.

Sales Limited to U.S. Customers
Retailers within the United States are prohibited from accepting orders that originate outside the United States, including via telephone, internet, fax or any other means. Retailers are likewise prohibited from shipping Morilee by Madeline Gardner products outside of the United States. Morilee by Madeline Gardner reserves the right to terminate a retailer’s “authorized retailer” status and otherwise discontinue doing business with any retailer who violates this restriction.

Coupon Policy
Retailer may not produce, create, offer, or accept any coupons for Morilee by Madeline Gardner products. If a retailer offers, accepts, or participates in a coupon program, then all coupons must clearly and specifically exclude Morilee by Madeline Gardner products.

Intellectual Property; Advertising
ANGELINA FACCENDA, BLU, MADELINE GARDNER NEW YORK, MORILEE BY MADELINE GARDNER, MORILEE, STICKS AND STONES, VALENCIA and VIZCAYA are all registered trademarks of Morilee LLC.

Unauthorized use of any Morilee by Madeline Gardner trademark is strictly prohibited. Morilee by Madeline Gardner also owns all copyrights in its images. Unauthorized use of any Morilee by Madeline Gardner copyrighted image is likewise strictly prohibited. Use of any Morilee by Madeline Gardner trademark or copyrighted image in advertising is subject to Morilee by Madeline Gardner’s approval.