Premium Reseller Agreement

Effective from Mar 1, 2022 until withdrawal

This Premium Reseller Agreement (the “Agreement”) is made and entered into as of the time of submission and written confirmation via email (the “Effective Date”) between IRCCF Licensing Ltd., a manufacturer of professional hobby products having a principle office at Toldi utca 4, Kutasó 3066, Hungary (“Company”), and the Premium Reseller (“Premium Reseller”).

WHEREAS, Company is the provider of certain products embodied in the Products described further herein; and

WHEREAS, Premium Reseller wishes to be appointed a reseller of some or all of the Products and Company is willing to make such appointment on the terms contained herein;

NOW, THEREFORE, Company and Premium Reseller hereby agree, for and in consideration of the mutual covenants in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, as follows:

1. Definitions. The following definitions apply to capitalized terms in this Agreement. All other capitalized terms are defined in the body of the Agreement.

1.1. “Confidential Information” means all proprietary information disclosed by one party to the other party including (without limitation)

(a) proprietary product-related technology, ideas and algorithms;

(b) trade secrets;

(d) the terms of this Agreement; and

(e) any item marked as confidential by the disclosing party.

1.2. “Confidential Information” shall not include information that the receiving party can show

(a) is or becomes generally known or publicly available through no fault of the receiving party;

(b) is known by or in the possession of the receiving party prior to its disclosure, as evidenced by business records, and is not subject to restriction;

(d) is at any time developed independently by Receiving Party or its Subsidiaries; or,

(e) is disclosed pursuant to a lawful requirement of a governmental agency or to a court order in connection with a judicial proceeding, but then only to the extent so required or ordered; in such case Receiving Party will use reasonable efforts to timely advise the Disclosing Party prior to disclosure so that Disclosing Party will have an opportunity to seek a protective order or other appropriate relief.

1.3. “Documentation” means any user documentation, on any media, provided by Company for use with the product.

1.4. “End User” means any person or entity that purchases a Product or Products solely for its own internal use.

1.5. “Product” means any product designed and/or manufactured by the Company.

1.6. “Products” means more than Product (either several different types of Product or more than one of the same type of Product, or both).

1.7. “Software” shall mean software products and software or firmware incorporated in Products.

1.8. “Territory” means the geographic area of the Premium Reseller for selling offline and online. Both parties may discuss in good faith and agree to expand the Territory to other areas if it is applicable based on terms and conditions agreed by both Company and Premium Reseller.

1.9. “MAP” means Minimum Advertised Price.

2. Appointment of Premium Reseller

2.1. Authorization and Appointment. Company hereby authorizes and appoints Premium Reseller and Premium Reseller accepts the appointment, as a non-exclusive reseller to purchase Products from Company and to market, sell, or incorporate for resale Company Products to End Users in the Territory.

2.2. Restrictions on Appointment. Premium Reseller’s authorization from Company to resell Company Products is limited to the Territory. Additional sales locations must be pre-approved by Company.

2.3. Revision of Authorization. Company reserves the right to revise the list of Products and End User Services at any time during the term of this Agreement. Company will notify Premium Reseller of such revisions.

3. Software License Grant. Company hereby grants Premium Reseller a nontransferable, nonexclusive license to use and distribute Software solely for use by End Users in and in connection with their use of Products.

4. Price and Payment

4.1. Prices to Premium Reseller. The price payable by Premium Reseller for each Product shall be the applicable suggested list price of such Product less the discount specified in Exhibit A for such Product at the time of order.

4.2. Resale Prices. Company determines its own resale list prices to End Users. Premium Reseller grants to market, sell the Products on these list prices and is obliged to follow the MAP Policy in Exhibit B. Company, in its sole discretion, reserves the right to discontinue doing business with Premium Reseller if Premium Reseller advertises any product(s) covered by the MAP Policy at a price lower than the MAP.

4.3. Revision of Prices. Company may, upon sixty (60) days prior written notice to Premium Reseller, change the discount for any or all Products not yet ordered.

4.4. Payment. All fees payable hereunder shall be pre-paid by credit/debit card or PayPal e-wallet during the order process online on the webstore of the Company.

4.5. Taxes. Premium Reseller shall bear and be responsible for the payment of all taxes in the Territory associated with the purchase or license of any Product or Documentation (other than taxes based on Company’ net income) fees, duties or other amounts, however designated, including value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Taxes related to Product, Documentation and support services purchased, licensed or provided pursuant to this Agreement shall be paid by Premium Reseller or Premium Reseller shall present an exemption certificate acceptable to the taxing authorities.

5. Orders

5.1. Purchase Orders. All orders for the Products submitted by Premium Reseller shall be placed online on the webstore of the Company (“Purchase Orders”).

5.2. Acceptance. Company shall, within seven (7) business days of receipt of the Purchase Order from Premium Reseller, communicate in writing (email being an acceptable form of writing) its acceptance or rejection of the said Purchase Order. Any orders not confirmed or rejected within the said seven (7) business day period shall be deemed to have been accepted.

5.3. Cancellation. Premium Reseller may, at no charge cancel or modify part or all of a Purchase Order up to 1 business day after the Purchase Order has been placed. Premium Reseller acknowledges that Company automatically starts to fulfill the Purchase Order on the 2nd business day after it has been placed.

6. Shipment and Delivery

6.1. Delivery. Company shall deliver the Products in accordance to the instructions provided in the Purchase Order.

6.2. Cost of Delivery. Unless instructed otherwise in the Purchase Order, Premium Reseller shall be responsible for all shipping cost upon delivery of Product, including import, export fee, packing, shipping, freight, and insurance charges. Shippong costs shall be included in the Purchase Order when Purchase Order has been placed.

6.3. Failure or Delay in Delivery. Company shall make commercially reasonable efforts to meet the estimated delivery date and or delivery date specified in the Purchase Order, but shall not be liable for failure to deliver or for any delay or effort in delivery of Product. In case Company cannot meet the estimated delivery date and or delivery date specified in the Purchase Order, Company shall promptly notify Premium Reseller, and discuss in good faith on the appropriate delivery date.

6.4. Shipment. Company shall ship Product directly to Premium Reseller, not to any End User unless specifically agreed between Company and Premium Reseller, at Premium Reseller’s expense and in accordance with shipping instructions provided in the Purchase Order. Unless otherwise specified on the Purchase Order, delivery shall be made to Premium Reseller’s address specified on the first page of Agreement, or address mutually agreed between Company and Premium Reseller.

6.5. Risk of Loss. Title, risk of loss, theft, and damage shall pass to Premium Reseller upon delivery of Product to the address described in this section of the Agreement.

6.6. Defective Products. In the event that the Product is found to be defective (“Defective Product”) within three (3) business days of acceptance of the Products, Premium Reseller shall promptly notify Company through e-mail or any other written format of the existence of such Defective Product. Both Premium Reseller and Company shall, in good faith, work to resolve the problem without sending the Defective Product back to Company. Should Company determine that the Defective Product holds a major defect which cannot be remedied without having such Defective Product shipped back to Company, Company shall issue a return material authorization to Premium Reseller. Company shall immediately ship a replacement for the Defective Product and Premium Reseller shall, upon notice of shipment by Company return the Defective Product.

7. Premium Reseller Responsibility

7.1. Marketing. Premium Reseller shall use its best efforts to market, advertise, and otherwise promote and sell offline and online the Product in the Territory. Selling online is optional for Premium Reseller. Selling online only without meeting the requirements of offline sales is not an option for Premium Reseller. Selling online can be proceeded solely based on the product database provided by the Company and after the online representation has been approved by the Company. Selling the products by the Premium Reseller outside the Territory is not allowed unless the Parties agrees to expand the Territory for the Premium Reseller in a written format.

7.2. Brand representation. Premium Reseller grants to represent the products and the brands of the Company based on the specification of the Company at all times. Company provides all products and marketing tools for proper brand representation for Premium Reseller. Company, in its sole discretion, reserves the right to discontinue doing business with any Premium Reseller that doesn’t set up and maintain proper brand representation as specified.

7.3. Employee Training. Premium Reseller shall ensure that any of its employees who are responsible for the marketing, sales, and technical support of the Products have proper skill, training and background to enable them to provide such marketing, sales, and technical support service in a competent and professional manner. Company provides a time to time updated online documentation for Premium Reseller to assure that the quality of the marketing, sales, and technical support all meet the brand requirements.

7.4. Repair and Evaluation Materials. Premium Reseller shall maintain adequate spare units, spare parts, and evaluation units necessary to provide marketing, sales, and technical support service to End User.

7.5. Cooperation & Sales Goal. Premium Reseller agrees to work closely with Company and use its best efforts to meet the minimum annual sales goal (“Minimum Annual Sales Goal”) mutually agreed between Premium Reseller and Company and determined in Exhibit A. Company, in its sole discretion, reserves the right to discontinue doing business with Premium Reseller if Premium Reseller doesn’t meet the Minimum Annual Sales Goal mutually agreed.

7.6. Sales Forecast. Premium Reseller shall provide Company with a quarterly sales forecast, the format of which shall be mutually agreed from time to time.

7.7. Reverse Engineering. Premium Reseller hereby agrees not to

(a) create or attempt to create by reverse engineering, disassembly, decompilation, reverse engineering or otherwise, the internal structure, the source code, hardware design, or organization of the Product, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law;

(b) remove any Product identification or notices of any proprietary or copyright restrictions from any Product or any Product support material;

(c) copy or modify the Product or, unless otherwise agreed, develop any derivative works thereof or include any portion of the Product in any other product; and

(d) separate the Product into component parts for distribution or transfer to a third party.

7.8. End User Information. Premium Reseller agrees to provide the name and address of End User as requested by Company on a necessary basis.

7.9. Records and Reports. Premium Reseller shall maintain records of its marketing, sales, and support and maintenance services activities under this Agreement for a period of three (3) years after termination of Agreement. Upon Company’ request, Premium Reseller shall provide Company with reports describing Premium Reseller’s sales of Product in the Territory, including the number of Product sold, the dates and serial numbers of the Product sold, and remaining inventory on hand.

8. Support. Premium Reseller shall be responsible for all first level of support for the End Users (e.g., initial response, problem identification and problem resolution) and shall include all relevant contact information on Premium Reseller’s website. Premium Reseller agrees to provide and make available a sufficient number of trained personnel to provide such support for the End Users.

9. Warranty

9.1. Company warrants solely for the benefit of Premium Reseller that the Products will materially conform to the Documentation. This warranty does not apply to any damage resulting from unauthorized use or negligence on the part of Premium Reseller. THIS SECTION SETS FORTH COMPANY’S SOLE OBLIGATION, AND PREMIUM RESELLER’S SOLE AND EXCLUSIVE REMEDY, FOR A BREACH OF THE WARRANTY IN THIS SECTION.

9.2. EXCEPT AS PROVIDED HEREIN, THE PRODUCT IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. COMPANY DOES ITS BEST BUT DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

10. Confidential Information. Each party shall protect the other’s Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information. Neither party shall disclose to third parties the other’s Confidential Information without the prior written consent of the other party. Neither party shall use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Each employee or agent of Premium Reseller, performing duties hereunder, shall be made aware of this Agreement and shall execute a document that binds said employee or agent of Premium Reseller to the same level of confidentiality contained herein.

11. Ownership of Intellectual Property. Premium Reseller hereby agrees and acknowledges that Company, its suppliers, partners and licensors (if any), own and shall retain all right, title andinterest in and to

(a) the manufacture and/or production of Product (including all copies and derivative works thereof, by whomever produced), and associated Product Documentation, including all intellectual property rights embodied therein;

(b) all of the service marks, trademarks, trade names or any other designations, and

(c) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Product, and Premium Reseller shall have no rights with respect thereto other than the limited rights expressly set forth in this Agreement.

12. Trademark. Premium Reseller may, whether in connection with its own trademarks, use the then current Product names, logos and other marks (“Marks”) on the Product and all marketing and promotional material therefore as authorized by Company for all proper purposes in the performance of Premium Reseller’s duties hereunder. Premium Reseller’s use of such Marks shall be in accordance with Company’ policies in effect from time to time, including, but not limited to, trademark usage and advertising policies. Premium Reseller shall have no claim or right in such Marks and Premium Reseller shall not make any claim or contest the use of any such Mark authorized by Company. Except as expressly authorized in writing by Company, Premium Reseller shall not file or attempt to register any Mark or any mark confusingly similar thereto.

13. Term and Termination

13.1. Term. This Agreement shall commence on the Effective Date and will remain in full force and effect for an initial term of one year, unless earlier terminated under this Agreement.

13.2. Renewal. The Term shall automatically renew for one successive renewal term (“Renewal Term”).

13.3. Termination without Cause. Either party may terminate this Agreement without cause upon sixty (60) days prior written notice to the other party.

13.4. Termination for Cause. Either party may terminate this Agreement, effective immediately upon written notice to the other party if:

(a) the other party materially breaches any term of this Agreement and fails to cure such breach, which is a curable breach, within thirty (30) days after receipt of the non-breaching party’s written notice of such breach;

(b) the other party materially breaches any term of this Agreement which is not capable of cure;

(d) a voluntary or involuntary petition or proceeding is commenced by or against the other party under federal, state or foreign bankruptcy laws; or

(e) the other party becomes insolvent, is unable to pay its debts as they become due or ceases to conduct business in the normal course.

Termination of this Agreement under this Section will be without prejudice to any other remedy which may be available to a party under applicable law.

13.5. Effects of Termination. Upon any termination or expiration of this Agreement:

(a) Premium Reseller shall cease to be an authorized reseller of Product and all rights and licenses granted to Premium Reseller hereunder shall cease;

(b) Premium Reseller shall immediately:

(I) cease all use and distribution of the Product;

(II) discontinue any use of the Marks; and

(III) cease to promote, solicit or procure orders for the Product.

13.6. Continuing Obligations. The termination of this Agreement shall not release Premium Reseller from the obligation to pay any sum that Premium Reseller may then owe to Company, or from the obligation to perform any other duty or to discharge any other liability incurred by Premium Reseller prior thereto. The termination of this Agreement shall not release Company from the warranties in this Agreement.

14. Indemnification

14.1. Indemnity. Premium Reseller shall indemnify and hold Company harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney’s fees) which Company incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Premium Reseller under this Agreement or any breach of this Agreement by Premium Reseller.

14.2. Conditions to Indemnity. Premium Reseller’s obligations under this Section are contingent upon:

(a) Company promptly gives written notice of any claim to Premium Reseller;

(b) at Premium Reseller’s expense, Company provides reasonable assistance which Premium Reseller may reasonably request for the defense of the claim; and

(c) Premium Reseller has the right to control the defense or settlement of the claim, provided, however, that Company shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.

15. Intellectual Property Infringement

15.1. Indemnity. Company agrees to hold Premium Reseller harmless from and indemnify all liability for infringement of any patent, copyright or trademark rights or other intellectual property rights of third parties which result from the sale of Products. Company agrees to defend Premium Reseller in such infringement suit or any Product liability suit resulting from the use or sale of Products, including but not limited to, out of court settlements, court costs, reasonable attorney’s fees or any money judgment awarded at the conclusion of such suits subject to the understanding that Company shall have exclusive control over the defense and/or settlement of such suits.

15.2. Conditions to Indemnity. Company’s obligations under this Section are contingent upon Premium Reseller

(a) giving prompt written notice to Company of any such claim;

(b) allowing Company to control the defense and any related settlement of any such claim; and

(c) furnishing Company with reasonable assistance in the defense of any such claim, so long as Company pays Premium Reseller’s reasonable out-of- pocket expenses.

15.3. Limitations of Indemnity. Company shall have no obligation under this Agreement for any claim of infringement or misappropriation to the extent that it results from

(a) modifications to the Products made other than by Company;

(b) failure of Premium Reseller to use updated or modified Products provided by Company to avoid a claim of infringement or misappropriation;

(d) any opening of or other tampering with a Product by non-Company personnel.

15.4. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND THE EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

16. LIMITATION OF LIABILITY. COMPANY WILL NOT BE LIABLE UNDER ANY SECTION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REPUTATIONS), WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS IN ADVANCE. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OFTHIRD PARTY CLAIMS AGAINST THE OTHER PARTY. IN NO EVENT WILL COMPANY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY PREMIUM RESELLER. IN ADDITION, IN NO EVENT WHATSOEVER SHALL COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY COMPANY FROM PREMIUM RESELLER DURING THE THIRTY SIX (36) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH COMPANY LIABILITY.

17. General Provision

17.1. Notice. Any notices required or permitted shall be given to the appropriate Party at the address specified above, or at such other address as the Party shall specify in writing, and shall be effective upon actual receipt.

17.2. Assignment. The parties may not assign this agreement or any right or obligation of this agreement, by operation of law or otherwise without prior written consent of the party, which shall not be unreasonably withheld.

17.3. Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is created by this Agreement.

17.4. Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

17.5. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

17.6. Interpretation. In construing or interpreting this Agreement, the word “or” shall not be construed as exclusive, and the word “including” shall not be limiting. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.

17.7. Amendments. No change or modification of this Agreement will be valid unless it is in writing and signed by each party to this Agreement.

17.8. No Waiver. A party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

17.9. Governing law. This Agreement shall be governed, construed, and enforced in accordance with the laws of Hungarian Republic, without regard to its conflict of laws rules.

17.10. Jurisdiction. The parties submit all their disputes arising out of or in connectionwith this Agreement to the exclusive jurisdiction of the Courts of Hungary.

17.11. Compliance of Law. The parties shall comply with any and all applicable laws, rules and regulations of the governmental authorities concerned.

17.12. Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. In the event of a threatened default or default as a result of any of the above causes, the defaulting party shall exercise its best efforts to avoid and cure such default. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

17.13. Export and Import Controls. Each party shall be responsible for:

(a) complying with all export restrictions, laws and regulations;

(b) securing all permits and other licenses necessary to carry out its obligations under this Agreement; and

(c) paying all tariffs, duties and the like, associated with its export of any goods or the use of any information in connection with the Products.

17.14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

17.15. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.

EXHIBIT A

1. Company provides 30% global reseller discount (“Reseller Discount”) for Premium Reseller on all Products covered by this Agreement.

2. Premium Reseller grants to sell and market products in a minimum total value of 20.000 USD as a Minimum Annual Sales Goal on a yearly basis. In a case of a mid-year start as a Premium Reseller, the value of the Minimum Annual Sales Goal shall be broke down proportionately from the day of signing the Premium Reseller Agreement and the last day of the calendar year. Company, in its sole discretion, reserves the right to discontinue doing business with any Premium Reseller that is unable to meet the Minimum Annual Sales Goal.

EXHIBIT B

MAP Policy

1. Preamble

Company recognizes that its success is tied to the success of its network of select Premium Resellers. Company also knows that many of its Premium Resellers invest significant time and resources to deliver an extraordinary End User experience. Company wants to protect its ability to do so, while at the same time discouraging price-based advertising that would be detrimental to its Premium Reseller’s service and support efforts. As a result, Company has unilaterally established this Minimum Advertised Price (“MAP”) Policy.

2. Policy Statement

Company, in its sole discretion, reserves the right to discontinue doing business with any Premium Reseller that advertises any product(s) covered by this MAP Policy at a price lower than the MAP.

3. General Guidelines

3.1. All products offered by the Company and marketed by the Premium Reseller are covered by this policy. Company may in its sole discretion modify this list of products from time to time.

3.2. Company recognizes that Premium Resellers are free to make their own decisions to advertise and sell any Product at any price they choose, without consulting or advising the Company. Similarly, Company will exercise its right to make its own decisions regarding the Premium Reseller Program (“Premium Reseller Program”), supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.

3.3. The MAP Policy applies to advertised prices, not the price at which MAP products are actually sold or offered for sale to an individual in-store or over the telephone.

3.4. Company believes in maintaining a well regulated and fair marketplace for all its authorized Premium Resellers.

4. Advertising Guidelines

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

4.2. The MAP Policy does not apply to solely on-premise or in-store advertising that is not distributed to customers

4.3. Website features such as “click for price”, automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart and other similar features are considered to be communications initiated by the dealer (rather than by the End User) and thereby constitute “advertising” under this MAP Policy.

4.4. It shall not be a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price”, or to use similar language, specifically with respect to Company products, so long as no price is listed.

4.5. This MAP Policy also applies to any activity which Company 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.

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

4.7. From time to time, Company may permit resellers to advertise MAP products at prices lower than the MAP retail price. In such events, the Company 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 all Premium Resellers of such changes.

4.8. From time to time, the Company may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that:

(a) the advertisement includes a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style;

(b) an asterisk is placed next to the net price after manufacturer’s rebate; and

5. Bundling Guidelines

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

(a) the effective or stated price of the bundle represents a discount of greater than 10% of the MAP; or

(b) the product(s) bundled with MAP products violate Company’s Intellectual Property rights; or

(c) the product(s) bundled with MAP products include words, packaging, graphics, or other indicia which may create customer confusion as to the source of the product(s); or

(d) the effective or stated discount is greater than 10% of the highest priced item in the bundle.

5.2. Product(s) bundled with the MAP products must not, without conspicuous warning, be:

(a) technically incompatible; or

(b) create or encourage additional risk of damage, bodily injury, or death to the 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:

(a) the effective or stated price of the bundle represents an immediate discount of greater than 10% of the MAP; or

(b) the effective or stated price of the bundle represents a discount of greater than 10% of the MAP after taking into consideration any contingent future purchase.

5.4. Rebate programs from Company, whether on MAP products or Company’s partners’ products, are exempt from this policy.

6. Policy Enforcement

6.1. If a Premium Reseller with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then Company will consider this to be a violation by the dealer.

6.2. Company reserves the right to cancel any pending orders, restrict future orders, or suspend Premium Reseller’s account if Company reasonably believes:

(a) a dealer has violated the provisions of this policy; or

(b) a dealer intends to violate this policy.

6.3. Company’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 Company’s sole discretion by the MAP Policy Administrator in writing. Company 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, Premium Resellers 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. Company reviews the advertised prices of Premium Resellers, either directly or via the use of third-party agencies or tools. Premium Resellers are expected to provide reasonable cooperation in any Company investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Company MAP Policy investigation is a violation of this MAP Policy.

6.6. The MAP Policy will be enforced by Company in its sole discretion and without notice. Premium Resellers 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 the business relationship, as well as any available remedies at law.

6.7. All questions related to this MAP Policy should be directed in email to hello@procrawler.eu.

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