Term
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Definition
| means variable profit available divided by two. [“Variable profit” is calculated in the following manner: retail selling price – print cost – insert cost – marketing fee – overweight postage – variable selling expenses (calculated at 13% of retail selling price) = variable profit] |
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Term
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Definition
| means a business organization set up to provide a variety of advertising related services to clients, including, without limitation, the creation, design, scheduling and placement of advertising messages in an assortment of media, who seek assistance in their advertising activities and operates as the authorized Purchasing Representative. |
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Term
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Definition
| occurs when an Advertiser, through a single Purchasing Representative, centralizes the authority to make decisions regarding the purchase of VAL-PAK® Advertising for an organization that collectively, prior to this decision, had the foregoing purchasing decisions made independently by separate Purchasing Representatives. An “aggregation” effectively consolidates some or all of the purchasing decisions into the Territory of one Franchisee and removes the decision-making authority from two or more separate Purchasing Representatives that were located in other franchisee territories and that may have had such authority prior to the “aggregation”. |
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Term
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Definition
| “Top Down” Aggregation occurs when an Advertiser’s corporate headquarters, or its advertising agency of record, initiates a national or regional advertising purchase on behalf of its local franchises (or distributors) using either (i) corporate funds; or (ii) marketing or advertising funds contributed by the local franchise (or distributor) to corporate headquarters or its advertising agency of record for such general purposes. |
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Term
| “Group Buy (“Bottom Up”) Aggregation” |
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Definition
| Group Buy (“Bottom Up”) Aggregation occurs when an Advertiser’s corporate headquarters, or its advertising agency of record, coordinates, facilitates and approves a national or regional advertising purchase on behalf of its local franchises (or distributors), but which, as opposed to a Top Down Aggregation, is paid for directly by its local franchises (or distributors) through its corporate headquarters or advertising agency of record. |
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Term
| “Consumer Packaged Goods” (“CPG”) |
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Definition
| means mass-produced goods packaged by manufacturers and sold through retail outlets. Categories of CPG products include beverage, food, pet supplies, tobacco, household supplies, baby care, cosmetics, dietary supplements, perfume, toiletries and over-the-counter remedies. |
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Term
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Definition
| means circulation per Mailing Period. |
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Term
| “Current Intermarket Business – Inbound” |
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Definition
| means any Advertising Insert accepted by the Mailing Franchisee from another Franchisee or National Sales for distribution in VAL-PAK® Envelopes in the Mailing Franchisee’s Territory and mailed at least one (1) time within the prior six (6) month period. |
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Term
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Definition
| means the schedule of fees specified in Schedule A (also referred to as the “Matrix”). |
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Term
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Definition
| means an Advertiser (i) who has mailed within the prior twelve (12) month period; or (ii) who is under current contract to mail over a twelve (12) month period, five million (5,000,000) or more Advertising Inserts, or other advertising products offered by COMPANY, for distribution in VAL-PAK® Envelopes. |
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Term
| “Direct Response Advertising” |
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Definition
| means advertising which solicits consumers to place orders by mail, phone or the Internet for the product or service advertised, but shall not include (i) advertising for products or services to be delivered to or provided at the consumer’s home by the Advertiser’s employees or agents, or (ii) advertising for products or services which can be obtained by consumers at any of Advertiser’s retail store locations which, collectively, constitute the major source of sales revenue for such products and/or services being advertised. |
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Term
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Definition
| means the top thirty (30) VAL-PAK® Dealer Advertisers measured by the Advertiser’s total annual VAL-PAK® Advertising circulation and the greatest number of VAL-PAK® Dealers selling such VAL-PAK® Advertising. F List Accounts are listed on Schedule F which will be updated by COMPANY on an annual basis. |
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Term
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Definition
| means a party who has executed a Franchise Agreement with COMPANY that grants certain rights with respect to the VAL-PAK® System to such party for a defined Territory (as opposed to FRANCHISEE (all capital letters), which under a Franchise Agreement means that particular party to the Franchise Agreement). |
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Term
| “Intermarket Consent Form” |
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Definition
| means the form to be delivered by a Territory Franchisee that, upon execution, and subject to the terms and conditions of the Franchise Agreement and the Intermarket Sales Policy, grants the right to a Selling Franchisee to sell to an Advertiser in said Territory Franchisee’s Territory VAL-PAK® Advertising regardless of the area of distribution. The current form is attached as Schedule E. |
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Term
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Definition
| means a sequence of two or more Mailings for a single Advertiser without an intervening period of time greater than twelve consecutive Mailing Periods. |
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Term
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Definition
| means a Franchisee in whose Territory VAL-PAK® Envelopes are being distributed. |
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Term
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Definition
| means the period of time required for an Advertising Insert, or other advertising products offered by COMPANY, distributed in a VAL-PAK® Envelope, to complete a single national mailing cycle in all COMPANY mailing regions. |
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Term
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Definition
| means the schedule of fees specified in Schedule A (also referred to as the “Matrix”). |
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Term
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Definition
| means the month of June of each year. |
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Term
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Definition
| means the provisions of Section 3 of this Intermarket Sales Policy that govern the activities of National Sales hereunder. |
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Term
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Definition
| means Advertising Inserts, or other advertising products offered by COMPANY, for distribution through the VAL-PAK® System. |
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Term
| “VAL-PAK® Sales Agreement” |
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Definition
| means the contract form executed by and between a Franchisee or National Sales, as applicable, and an Advertiser for the sale of VAL-PAK® Advertising Inserts, or other advertising products offered by COMPANY, to be distributed through the VAL-PAK® System. |
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Term
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Definition
| means an Advertising Insert that is accepted by a Mailing Franchisee on a space-available, randomly scheduled basis. |
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Term
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Definition
| means a Franchisee who sells VAL-PAK® Advertising under the terms and conditions of a Franchise Agreement with COMPANY and/or in accordance with the VAL-PAK® System and the terms and conditions of this Intermarket Sales Policy. |
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Term
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Definition
| means the geographic area described and designated as the “Territory” in a Franchise Agreement entered into between COMPANY and Franchisee. |
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Term
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Definition
| means a Franchisee in whose Territory another Franchisee, or National Sales, wishes (i) to sell VAL-PAK® Advertising; or (ii) to solicit and sell to Advertisers VAL-PAK® Advertising for intermarket distribution. |
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Term
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Definition
| means a fee that is paid by National Sales or a Selling Franchisee to a Territory Franchisee following the execution of a VAL-PAK® Sales Agreement with an Advertiser, where such VAL-PAK® Sales Agreement was executed by National Sales or the Selling Franchisee with a Purchasing Representative located in the Territory Franchisee’s Territory. Territory Fees are listed on Schedule A. |
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Term
| “Unduplicated Circulation” |
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Definition
| means the number of individual households or business addresses distributed per Mailing Period. |
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