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VISION WHEEL INC.

Minimum Advertised Price (MAP) Policy 

The information provided on this document does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this document are for general informational purposes only.

Introduction 

Vision Wheel Inc. actively supports the advertising and promotion of its products by its domestic partners and sales representatives through materials provided by Vision Wheel Inc. at no cost. We recognize that our success is tied to the success of our network of global Vision Wheel Inc. Partners. 

We also know that many of our Vision Wheel Inc. Partners invest significant time, training, and resources to deliver continuous vulnerability management services to businesses and other managed service providers that operate under existing Vision Wheel Inc. Partnership agreements. We want to protect their ability to do so while at the same time discouraging price-based advertising that would be detrimental to our Vision Wheel Inc. Partners’ service and support efforts. As a result, Vision Wheel Inc. has established a Minimum Advertised Price (“MAP”) Policy to preserve our strong reputation for providing businesses with high-value security products and post-sales support. 

We greatly appreciate the efforts of all Vision Wheel Inc. Partners to distribute our products and support their end- customers at a best-in-class level of service, which in turn translates into a pricing policy at the industry level. 

Policy Statement 

In its sole discretion, Vision Wheel Inc. reserves the right to discontinue doing business with any Vision Wheel Inc. Partner that advertises any Vision Wheel Inc. Product(s) covered by this MAP Policy at a price lower than the MAP.

General Guidelines 

3.1 The Vision Wheel Inc. products covered by this Policy are listed in Section 5 (“MAP Products”). Vision Wheel Inc. may, in its sole discretion, modify this list from time to time. 

3.2 Vision Wheel Inc. recognizes that Vision Wheel Inc. Partners are free to make their own decisions to advertise and sell any Vision Wheel Inc. Product at any price they choose, without consulting or advising Vision Wheel Inc. Similarly, Vision Wheel Inc. will exercise its right to make its own decisions regarding the Vision Wheel Inc. Partner Program, supplemental marketing materials, new product availability, or future promotional, joint marketing, or sponsorship programs, as well as providing targeted training for the efficient implementation of Vision Wheel Inc. products. Vision Wheel Inc. does not restrict in any way the specific sale price of their Partners. It is in the best interest of the distribution channels to provide high-quality products and not to use advertised pricing below the costs of obtaining such products and services. 

3.3 The MAP Policy applies to advertised prices, not the price at which MAP products are sold or offered for sale to a business via direct sales (over the telephone, email, or in other direct forms). 

3.4 Vision Wheel Inc. believes in maintaining a transparent, well-principled, and fair marketplace for all Vision Wheel Inc. Partners.

Advertising Guidelines 

4.1 The MAP Policy applies to all advertisements of MAP products in all media, including but not limited to flyers, posters, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage, tradeshows, conferences, as well as Internet sites, social media sites, apps, or any other electronic media.

4.2 Website features such as “click for price,” automated “bounce-back” pricing emails, pre- formatted email responses, forms, automatic price display for any items prior to being placed in an end-customer’s shopping cart, and other similar features are considered to be communications initiated by the Vision Wheel Inc. Partner (rather than by the end-customer) and thereby constitute “advertising” under this MAP Policy. 

4.3 It shall not be a violation of this MAP Policy to advertise that an end-customer may “call for price” or “email for price,” or to use similar language, specifically with respect to Vision Wheel Inc. Products, so long as no price is listed. 

4.4 This MAP Policy also applies to any activity which Vision Wheel Inc. determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for “group purchases” and the like. 

4.5 It shall not be a violation of this MAP Policy to advertise in general that the Vision Wheel Inc. Partner has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the Vision Wheel Inc. Partner does not include any advertised price below MAP and otherwise complies with this MAP Policy. 

4.6 From time to time, Vision Wheel Inc. may permit Vision Wheel Inc. partners to advertise MAP Products at prices lower than the MAP retail price. In such events, Vision Wheel Inc. reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to other Vision Wheel Inc. Partners of such changes.

Bundling Guidelines 

5.1 “Bundling” or advertising Vision Wheel Inc. Products for sale together with other products will violate this MAP Policy when: 

5.1.1 The effective or stated price of the bundle represents a discount of greater 

than 15% of the MAP; or 

5.1.2 the product(s) bundled with MAP Products violate Vision Wheel Inc.’s 

Intellectual Property rights; or 

5.1.3 the product(s) bundled with MAP products violate the Vision Wheel Inc.

Trademark & Brand Policy; or 

5.1.4 the product(s) bundled with MAP Products include words, packaging, 

graphics, or other indicia which may create end-customer confusion as to the source of the product(s); or 

5.1.5 the effective or stated discount is greater than 15% of the highest-priced 

item in the bundle. 

5.2 Product(s) bundled with the MAP products must not, without conspicuous 

warning, be: 

5.2.1 technically incompatible; or 

5.2.2 in the case of memory storage products or virtual computing resources, 

be of a speed or class that is likely to result in a degradation of quality or performance of the associated MAP product(s); or 

5.2.3 in the case of non-memory storage products, create or encourage additional 

risk of damage, bodily injury, or death to the end-customer if used together. 

5.3 Gift cards, coupons, points, or other incentives which are contingent on the 

purchase of a MAP Product will violate this MAP Policy when: 

5.3.1 the effective or stated price of the bundle represents an immediate discount 

of greater than 15% of the MAP; or 

5.3.2 the effective or stated price of the bundle represents a discount of 

greater than 15% of the MAP after taking into consideration any contingent future purchase. 

5.4 Rebate programs from Vision Wheel Inc., whether on MAP products or 

Vision Wheel Inc.’s partners’ products, are exempt from this Policy. 

Policy Enforcement 

6.1 Suppose a Vision Wheel Inc. Partner with multiple locations violates this MAP policy at any one location or on any associated website. In that case, Vision Wheel Inc. will consider this to be a violation by the Vision Wheel Inc. Partner. 

6.2 Vision Wheel Inc. reserves the right to cancel any pending orders, restrict future orders, or suspend Vision Wheel Inc. Partners’ account if Vision Wheel Inc. reasonably believes: 

6.2.1 a Vision Wheel Inc. Partner has violated the provisions of this Policy; or 

6.2.2 a Vision Wheel Inc. Partner intends to violate this Policy. 

6.3 Vision Wheel Inc.’s MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy has occurred, as well as determining appropriate sanctions. 

6.4 Waivers to this MAP Policy may be granted in Vision Wheel Inc.’s sole discretion by the MAP Policy Administrator in writing. Vision Wheel Inc. Sales, Marketing, or other personnel are not authorized to modify or grant exceptions to the MAP Policy. In the event that the MAP Policy Administrator authorizes a waiver to the MAP Policy, Vision Wheel Inc. Partners must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAP Policy. 

6.5 Vision Wheel Inc. reviews the advertised prices of Vision Wheel Inc. partners, either directly or via third-party agencies or tools. Vision Wheel Inc. Partners are expected to provide reasonable cooperation in any Vision Wheel Inc. investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Vision Wheel Inc. MAP Policy investigation is a violation of this MAP Policy. 

6.6 Vision Wheel Inc. will enforce the MAP Policy at its sole discretion and without notice. Vision Wheel Inc. Partners have no right to enforce the MAP Policy. Violations of this Policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. 

Violation Letter Example

Vision Wheel announced its updated MAP Policy. The policy was created to enhance and preserve its premium product image, promote its excellent customer service, and support its superior product distribution system. 

We recently partnered with the Brand Protection Agency, a copyright, trademark and brand protection company, in an effort to promote consistent compliance with our MAP Policy. In order to allow time for our resellers to make technical updates, consequences for violations won’t be assessed until [effective MAP Policy enforcement date]. In coordination with these changes, and to ensure Vision Wheel resellers are fully aware of all possible areas of concern, we have conducted a preliminary review of the Vision Wheel SKUs you are advertising on your website, price comparison websites and marketplace websites. Please review the information below identifying SKUs that would be in violation of the MAP Policy.

{Violation:URLsWithPricesAndSnapshots}

The audit results listed above are for your reference only; however, you may wish to be prepared to make updates prior to [effective MAP Policy enforcement date], or you may be subject to consequences due to non-compliance. 

Consequences due to non-compliance are as follows: 

1st Warning: A written warning will be electronically delivered to the violator. Violator has 48 hours to correct the violation before being considered for a 2nd Warning.

2nd Warning: Violator risks placement on Vision Wheel’s “Do Not Sell List” for up to 90 days a list regularly distributed throughout Vision Wheel’s product channel that prohibits sale of product to habitual MAP violators.

3rd Warning: Indefinite placement on Vision Wheel’s “Do Not Sell List” along with escalated legal enforcement. 

It is Vision Wheel’s goal to assist our resellers in achieving compliance with our Policy when advertising. If you have questions about the MAP Policy and/or its interpretation with regards to your advertisements, please contact us. Under our MAP Policy, a reseller alone shall continue to determine its actual resale prices. Thank you very much for your support of Vision Wheel and its portfolio of brands.