MINIMUM ADVERTISED PRICE ("MAP") POLICY STATEMENT

Top Brass, in its sole discretion, reserves the right to withhold product from, and / or, discontinue doing business with, any reseller that advertises any Top Brass products covered by this MAP policy at a price lower than that designated.  Top Brass further reserves the right to adjust, alter, and / or discontinue its MAP policy at any time and for any reason.

GENERAL GUIDELINES

• The MAP pricing is based on a percentage discount from Top Brass’ published MSRP.  This percentage discount is supplied to all resellers separate from this document.  Top Brass, in its sole discretion, may modify this percentage discount from time to time.
• The products covered by this policy are supplied to all resellers separate from this document.  Top Brass, in its sole discretion, may modify this list from time to time.
• Top Brass recognizes that dealers are free to make their own decisions to advertise and sell any Top Brass product at any price they choose, without consulting or advising Top Brass.  Similarly, Top Brass will exercise its right to make its own decisions regarding the Top Brass Authorized Reseller Program (‘TBARP’), supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.
• The MAP policy applies to advertised pricing, not the price at which MAP products are actually sold or offered for sale to an individual in-store or over the telephone.
• Top Brass believes in maintaining a well regulated and fair marketplace for all its authorized resellers.

ADVERTISING GUIDELINES

• 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.
• The MAP policy does not apply solely to on-premise or in-store advertising that is not distributed to customers.
• 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 a customer’s shopping cart, price changes when passed to shopping cart, and other similar features; are considered to be communications initiated by the dealer (rather than by the customer) and, thereby, constitute “advertising” under this MAP policy.
• 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 Top Brass products, so long as no price is listed.
• This MAP policy also applies to any activity which Top Brass 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.
• 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.
• From time to time, Top Brass may permit resellers to advertise MAP products at prices lower than the MAP retail price.  In such events, Top Brass 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 resellers of such changes.
• From time to time, Top Brass 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:
• 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;
• An asterisk is placed next to the net price after manufacturer’s rebate; and
• “After manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.

POLICY ENFORCEMENT

• If a dealer with multiple store locations violates this MAP policy at any one store location, or on any associated website, then Top Brass will consider this to be a violation by the dealer.
• Top Brass reserves the right to cancel any pending orders, restrict future orders, or suspend dealer’s account if Top Brass reasonably believes:
• A dealer has violated the provisions of this policy; or
• A dealer intends to violate this policy.
• Top Brass’ MAP policy Administrator is solely responsible for determining whether a violation of the MAP policy has occurred, as well as determining appropriate sanctions.
• Waivers to this MAP policy may be granted in Top Brass’ sole discretion by the MAP policy Administrator in writing.  In the event that the MAP policy Administrator authorizes a waiver to the MAP policy, dealers 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.
• Top Brass reviews the advertised prices of dealers, either directly or via the use of third-party agencies or tools.  Dealers are expected to provide reasonable cooperation in any Top Brass investigations regarding possible MAP policy violations.  Hindering, obstructing, delaying, or otherwise failing to cooperate with a Top Brass MAP policy investigation is a violation of this MAP policy.
• The MAP policy will be enforced by Top Brass in its sole discretion and without notice.  Dealers, distributors, and resellers have no right to enforce the MAP policy.  Dealers, distributors, and resellers are never allowed to match, or best pricing with other MAP policy violators.  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.