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Retailer Policy

MORILEE LLC AUTHORIZED RETAILER POLICY Effective October 15, 2010

Morilee 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 is selective in choosing retailers it authorizes to sell its products. Morilee 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

Mori Lee products are authorized for sale by retailers with physical storefront retail establishments offering full service to the customer. Morilee 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 products. However, an authorized retailer with a physical store location may also sell Morilee 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. Sales or advertising of Morilee products via auction-based websites such as eBay, etc. are NOT authorized.

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 Brand Image

All advertising for Morilee products must be tasteful and reinforce the brand image promoted by Morilee. Morilee reserves the right to approve or disapprove any and all advertising or other use of the Morilee name and mark, other Morilee trademarks, and product images, including in print advertising, catalogs, television, Internet or any other form of advertising. Morilee 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, does not comport with this policy.

Buying Requirements

In order to properly stock and promote Morilee products, an authorized retailer must meet minimum stock purchase requirements for each season, as determined by Morilee. Morilee 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’s buying requirements.

MSRP

Morilee acknowledges that retailers have the right to set retail prices for the products that they sell. However, because Morilee believes that discounting prices dilutes the image and reputation of its brands, Morilee 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’s MSRP. Limited discounting may be acceptable in certain circumstances, such as:

  • Special, limited-time, in-store promotions [authorized by Morilee]
  • End-of-season clearance for limited times
  • Styles that have been discontinued by Morilee, 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 prohibited from transshipping Morilee products to any third parties (including other retailers) in any venue or market. Likewise, retailers may not purchase or receive Morilee products from any third parties (including other retailers). Morilee 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 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 products outside of the United States. Morilee 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 products. If a retailer offers, accepts, or participates in a coupon program, then all coupons must clearly and specifically exclude Morilee products.

Intellectual Property; Advertising

AF COUTURE, BLU, MADELINE GARDNER NEW YORK, MORILEE, MORILEE BY MADELINE GARDNER, PAPARAZZI, STICKS AND STONES, VM and VIZCAYA are all registered trademarks of Morilee, LLC. Unauthorized use of any Morilee trademark is strictly prohibited. Morilee also owns all copyrights in its images. Unauthorized use of any Morilee copyrighted image is likewise strictly prohibited. Use of any Morilee trademark or copyrighted image in advertising is subject to Morilee’s approval.

Morilee LLC. 3155 S.W. 10th Street, Suite 6A1, Deerfield Florida 33442