Sophos Minimum Advertised Price (“MAP”) Policy for Resellers in the U.S.A.

I. Introduction

Sophos is proud of its leadership role in bringing high quality, innovative security products to the marketplace. Sophos’s MAP policy is designed to achieve these goals:

  • To help ensure integrity and consistency in advertised pricing across the universe of Sophos resellers in the U.S.A.
  • To enable U.S. channel resellers to profitably market and effectively promote the value of Sophos products to end users.
  • To help ensure U.S. channel resellers realize an appropriate financial return when communicating the value of Sophos-branded security products in their advertising.
  • To help ensure the legacy of Sophos as a top manufacturer of high performance, high quality security products in a highly competitive marketplace, and to help protect the reputation of the Sophos name and Sophos products.

II. Application to Sophos Resellers

This MAP policy applies to all authorized Sophos resellers and their affiliates in the U.S.A. who resell and/or promote Sophos products and/or services to end users in the U.S.A. (“Resellers”).

Although authorized Sophos distributors are excluded from this MAP policy, Sophos may request support from such distributors to enforce a Sophos decision to temporarily suspend or terminate a Reseller’s right to resell or promote Sophos products and services.

Sophos OEM partners are excluded from this MAP policy.

III. Unilateral Nature of MAP Policy; Changes to MAP Policy

This MAP policy is unilaterally adopted by Sophos, and is not an agreement or offer to form an agreement. Sophos is not requesting, and will not accept, any agreement regarding a Reseller’s compliance with this MAP policy. Sophos representatives are prohibited from negotiating or modifying any aspect of this MAP policy, including the compliance of Resellers with this MAP policy’s terms and procedures. A Reseller’s decision to sell at or above MAP does not constitute acceptance or agreement to comply with this MAP policy.

Sophos may modify or cancel this MAP policy at any time, in its sole discretion, immediately upon notice or as otherwise specified by Sophos. “Notice” for purposes of this MAP policy may include, but is not limited to, email or posting an appropriate notice on the Sophos Partner Portal or other website.

Sophos will not communicate with any Reseller regarding another Reseller’s advertising practices under this MAP policy.

IV. Advertised Price vs. Resale Price

This MAP policy applies to advertised prices only. Resellers alone retain the exclusive right to independently determine the price at which they resell Sophos products and services.

V. Products Covered by MAP Policy; MAP Prices

This MAP policy applies to all Sophos products and services, except for:

  • used Sophos products, and
  • products that Sophos identifies as “Not-for-Resale” or “End-of-Life.”

    Unless otherwise determined by Sophos, the Minimum Advertised Price for Sophos products and services is the Manufacturer’s Suggested Retail Price (“MSRP”) listed on the Sophos official price list, which is published and updated separately from this MAP policy from time to time, and available to authorized Resellers upon request.

VI. Advertisements

This MAP policy applies to all Advertisements (as defined below) of Sophos products and services by a Reseller, including without limitation offline, print, and online.

  • “Advertisements” means any and all advertisements in all media including, but not limited to, inserts, newspapers, magazines, catalogs, public signage, billboards, any other print media, television, radio, e-mail, direct mail, internet websites or other e-commerce websites, flyers, posters, coupons, brochures, any use of hypertext transfer protocol or internal links to a web-based shopping cart and any other electronic media.
  • All Advertisements of MAP products must include the Sophos model name and a price at or above the MAP, and must identify any Sophos products that are used or “Not-for-Resale”.
  • Actual prices charged to end-customers may be provided by telephone, email response, or product purchase confirmation webpages or communications. This MAP policy does not apply to any reduced price that a Reseller wishes to place within a purchaser’s online shopping cart at the final stage of an online purchase, as long as the end user enters the final stage on his/her own without any reference on the website that a lower price will be found at the final stage of the purchase. Statements such as “call for price”, “click for price”, or “add to cart for price” are permitted.
  • Except for Sophos-authorized promotions and bundles, MAP products may only be advertised as stand-alone products and may not be advertised as including any promotional allowances (e.g., rebates, coupons, free premiums or other giveaways, “gifts with purchase”, reward program offerings, etc.) or be part of an advertised bundled offering.

VII. Violations and Penalties

Any Advertisement that does not comply with this MAP policy will constitute a MAP violation.

Sophos will conduct a reasonable investigation in response to a suspected MAP policy violation. The existence and date of a violation, if any, will be determined by the Sophos MAP policy administrator.

Each violation with respect to a MAP product or service will remain on record for one (1) year after the Reseller’s last violation.

Penalties:

  • First Violation – Sophos will provide a verbal warning to the Reseller with written confirmation. The Reseller will have ten (10) business days from receipt of the written confirmation to correct the violation. If the violation is not corrected within this ten (10) day period, a second violation will be deemed to have occurred.
  • Second Violation – Sophos will issue a written warning to the Reseller. The Reseller will have five (5) business days from receipt of the written warning to correct the violation. If the violation is not corrected within this five (5) day period, a third violation will be deemed to have occurred.
  • Third Violation – Reseller will forfeit deal registration ability and/or Sophos-provided MDF or marketing funding for a period of time to be determined by Sophos in its sole discretion. Sophos will issue a written warning to the Reseller. The Reseller will have five (5) business days from receipt of the written warning to correct the violation. If the violation is not corrected within this five (5) day period, a fourth violation will be deemed to have occurred.
  • Fourth Violation and each violation thereafter** – Sophos will review the status of the Reseller relationship, and may, in its sole discretion, (a) downgrade the Reseller’s partner status; (b) temporarily suspend the supply of Sophos products and services to the Reseller through authorized Sophos distributors for a period of time to be determined by Sophos; and/or (c) terminate the relationship with the Reseller.

** Sophos reserves the right to communicate directly with authorized distributors as appropriate relating to any penalties imposed for a fourth or subsequent violation of this MAP policy. Distributors may be requested to work collaboratively with Sophos to enforce any temporary suspension or termination of a Reseller’s right to resell Sophos products and services.

VIII. Monitoring

Sophos may monitor advertised prices of MAP products and services, either directly or through the use of third parties.

IX. Questions and Comments

Resellers should address any questions and comments regarding this MAP policy to the Sophos MAP policy administrator at: mapadministrator@sophos.com.

V1.0: effective 17 October 2016