Mindclash Games GmbH

Retailer and Reseller Policy and Guidelines

In order to promote the long-term viability of Mindclash Games GmbH (“MCG”); our Mindclash Games and Mindclash Play brands (together “MCG Brands”) and their titles (“MCG Products”); our relationships with our distribution, retail, and reseller partners; and to continue to ensure that Sellers and our/their customers receive the customer service and product quality from MCG that an MCG Brand and MCG Product is known for, a Retailer Policy (“Policy”) has been adopted effective 1 January 2023. All questions regarding this policy can be sent to sales@mindclashgames.com.

1. Scope

1.1 This Policy applies to all Sellers. A Seller is specifically defined as any entity (brick-and-mortar, online-only, and hybrid) that purchases MCG Products with the sole purpose of selling said Products to a final consumer (“Customer”); sales between one Seller and another are not subject to the policies and guidelines outlined within this document.

1.2 This Policy applies to all MCG Products, regardless of which MCG Brand they are advertised and/or distributed under.

1.3 This Policy applies in all regions and jurisdictions except for those where it violates the laws and/or regulations of said region/jurisdiction.

1.3.1 In the case of any section(s) and/or subsection(s) of this Policy violating the law/regulation of a jurisdiction, only the offending section(s) and/or subsection(s) shall be considered null and void; the remaining sections and subsection shall be considered in effect.

1.3.2 In the case of the entirety of the Policy violating the law/regulation of a jurisdiction, the entirety of this policy shall be considered null and void.

2. Retailer and Reseller Policy

2.1 Sellers are not allowed to list MCG Products on third-party sites (Amazon.com, Ebay.com, Walmart.com, Target.com, etc.). MCG reserves the sole right to sell MCG Products and represent MCG Brands on third-party sites.

3.1 “Advertising Price” Definition

3.1 MCG defines an Advertising Price as any public display of an MCG Product’s Price, whether in print, electronic (e-mail, social media, website), or broadcast (television, radio, straeming/online, podcast/audio, etc.) ads, including any posts or advertisements as replies to e-mails, posts/articles on the web and social media; displayed on a Seller’s homepage or a Seller’s product page for an MCG Product; any automated e-mail or calculated price (“Click-for-Price,” automated e-mail responses, or similar) campaigns, where the price is shown prior to/outside of the Customer’s cart; and any “percentage off” or “bundle” (BOGO) promotion.

3.1.1 Advertising price does not include taxes/VAT unless required by the laws and/or regulations of the Seller’s jurisdiction.

3.2 The Advertising Price does not refer to or limit the use of “See Price in Cart” (and similar) campaigns nor does it apply to any Price shown in a Customer’s secure cart.

3.3 The Advertising Price does not refer to any in-store promotions that are displayed solely within the confines of a physical location and not advertised publicly by the Seller and its affiliates/employees. This would include in-store promotions, sales/price stickers, or any similar in-store campaign.

4. US Minimum Advertised Pricing Policy

4.1 The Minimum Advertising Pricing (“MAP”) Policy applies to all Sellers located within the United States.

4.2 The MAP is 20% below the Manufacturer’s Suggested Retail Price (“MSRP”) provided by MCG.

4.2.1 In the case of no explicit MSRP being listed for a Product, the non-discounted Price on the MCG webshop will serve as the MSRP.

4.3 The MAP applies to the Advertising Price of an MCG Product before any taxes and shipping charges are applied but after all discounts, promotions, and other price reductions have been applied (whether explicit or implied by any promotion/advertisement).

4.4 The MAP applies to product bundles, where any MCG Product advertised in a bundle cannot be shown with an Advertised Price below its MAP and any bundles of only MCG Products cannot be shown with a total Advertised Price below their combined MAP.

4.5 For Crowdfunding-exclusive Products and Products received with special retailer-level pledges to crowdfunding campaigns, the MAP will be disclosed before access is provided to retailer pricing.

4.5.1 The MAP for any MCG Product first purchased through any crowdfunding campaign (and not already present in retail distribution) might be different from the MAP for the Product once it enters retail distribution. In such cases, the MAP provided during any crowdfunding campaign will only be valid until delivery of the campaign and the product enters retail distribution.

5. Exceptions

5.1 As the Advertising Price does not refer to private, in-store only promotions and pricing (see 3.3), the US MAP Policy does not apply to in-store pricing and events/promotions for brick-and-mortar stores, as long as any any public promotions, advertisements, and mention of said pricing and events/promotions outside of the store do not violate this policy.

5.2 The US MAP Policy is not meant to be applied to the use of such terms/phrases as “lowest price” or lowest-price guarantees, pledges to match competitor pricing, or other such phrases, as long as no Advertised Price is below MAP; in situations where a Seller or their affiliates/employees respond to a Customer’s inquiry (whether by phone, e-mail, or other means of communication) regarding the Price of an MCG Product; or in situations where a Customer sees a Price in their secure cart after any applicable discounts, coupons, or promotions have been applied.

5.3 The US MAP Policy does not intend to limit the practice of Customers initiating and participating in “group buys” as long as a) they are not affiliated with or acting on the behalf of a Seller, b) they are receiving the discount with the understanding that they are a Customer and not a Seller, and c) the “group buy” or similar purchase practice is not an advertised option or promotion of a Seller.

6. Remedies

6.1 MCG reserves the right, at its sole discretion, to take such actions as it deems necessary and reasonable to ensure compliance with this Policy.

6.2 Any violations of this Policy may result in the suspension of the Seller from purchasing Product directly from MCG and their Partners, suspension of payment terms and acceleration of payment obligations, and inability to participate in any future crowdfunding campaigns with a retailer discount and/or other future promotional/exclusive campaigns.

6.3 This Policy will be enforced with only those remedies which are allowed under the law/regulations of the jurisdiction that the Seller is subject to. Any remedy that is not allowable under the law/regulations of the Seller’s jurisdiction will be null and void.

7. Construction

7.1 This Policy was created with the intent of having the maximum effect of limiting a Seller’s ability to advertise and sell MCG Products on third-party sites and to prevent the advertising of MCG Products with an Advertised Price below MSRP in the US. In order to apply this policy to situations that might arise and/or not be explicitly covered by this policy, MCG reserves the right, at its sole discretion, to interpret and apply this policy as it sees fit.

8. No Negotiation

8.1 This Policy is adopted by MCG unilaterally. MCG has not accepted and does not seek any input, confirmation, or compliance from any Seller or their agent with regards to it. MCG will not negotiate any of the terms from any section/subsection of this Policy with any Seller, their affiliates, and employees. 

8.2 This Policy does not constitute an agreement between MCG and any Seller and their affiliates/employees. Adherence to this Policy by any Seller and their affiliates/employees is at their sole discretion and is done so without any input or discussion from or with MCG.

8.3 Any and all actions taken in interpretation and applications of this Policy by MCG is done with the sole, unilateral authority of MCG and without any influence from a Seller and their affiliates/employees.

9. Policy Updates & Price Lists

9.1 MCG reserves the right, at its sole discretion, to amend, suspend, or modify the terms of this Policy at any time and without notice. The most recent version of this policy can be found at mindclashgames.com/retailer-reseller-policy.

9.2 A price list for the US MAP policy can be received by reaching out to sales@mindclashgames.com or visiting mindclashgames.com/map-prices.

Last updated 26 January 2023