Minimum Advertised Price Policy

Applies to: Resellers of Cleerline products as applicable by law

Policy contact: info@cleerline.com

1. Purpose

Cleerline Technology Group, LLC ("Cleerline") has invested substantial resources in developing high-quality products, building a premium brand and supporting customers before and after a sale. Cleerline has determined that certain public advertising practices may diminish the perceived value of its products and discourage resellers from investing in product knowledge, customer service, inventory and technical support.

To support Cleerline's brand position and reseller service levels, Cleerline has independently adopted this Minimum Advertised Price Policy (the "Policy") for:

all products listed on www.cleerline.com, b2b.cleerline.com and/or Cleerline owned and managed sites; and
all products listed in Cleerline documentation, including but not limited to price lists, catalogs and brochures (the “Covered Products”).

2. Unilateral Policy

This Policy is a unilateral statement of the conditions under which Cleerline may choose to continue supplying Covered Products to a distributor or reseller (collectively, a "Reseller"). It is not an agreement between Cleerline and any Reseller.

Cleerline does not request and will not accept any agreement, promise, commitment or assurance that a Reseller will comply with this Policy. Each Reseller independently determines the prices at which it sells Cleerline products. Cleerline will independently determine whether to take action under this Policy.

Cleerline sales personnel and representatives have no authority to negotiate this Policy, modify it for an individual Reseller or grant an exception. No act or omission by Cleerline will constitute a waiver unless Cleerline issues a written, generally applicable policy modification or authorized promotion.

3. Scope

This Policy applies to all Resellers that advertise Covered Products for sale in the United States, including advertisements placed through a Reseller's owned locations or channels and advertisements placed through third-party marketplaces or platforms.

The current minimum advertised price ("MAP") for each Covered Product is equal to published Manufacturer Suggested Retail Price (“MSRP) as indicated in Cleerline Price Lists less 10%. These Price Lists, together with this Policy and any written Cleerline-authorized promotion, constitutes the complete statement of Cleerline's MAP requirements and supersedes inconsistent informal communications.

4. Advertised Prices

This Policy applies only to advertised prices. It does not establish or control the price at which a Reseller actually sells a Covered Product. Each Reseller remains free to sell a Covered Product at any price it independently chooses.

If a Reseller publicly advertises a price for a Covered Product, the advertised price must be at or above the applicable MAP. A Reseller may omit pricing from an advertisement.

For purposes of this Policy, an "advertisement" includes any public or broadly distributed communication displaying or communicating a price for a Covered Product, including:

Websites, online marketplaces, product feeds, search results and comparison-shopping services
Mobile websites, applications, social media and other digital platforms
Email newsletters and other nonindividualized electronic solicitations
Catalogs, mailers, flyers, coupons, inserts, posters, signs and other printed materials
Television, radio and other broadcast media
Any link, code, message or other public mechanism that communicates an effective advertised price

5. Communications Not Covered

The following are not advertisements subject to this Policy:

The actual price charged in a completed sale
A price communicated by telephone or in an individualized email, text message or written quotation sent in response to a specific customer's request
A price visible only after a customer logs into an established account using unique credentials or other personally identifying information
Pricing displayed only inside a brick-and-mortar location and not visible or distributed outside that location
A price displayed only in the final online shopping cart or checkout page after the customer has placed the Covered Product in the cart, provided that the below-MAP price is not communicated before that step

Phrases such as "call for price," "email for price," "request a quote," "we have the lowest prices" and "we will meet or beat a competitor's price" do not violate this Policy if they do not communicate or imply a specific below-MAP price.

6. Discounts, Coupons and Promotions

Cleerline will evaluate the effective advertised price of a Covered Product after applying any publicly advertised monetary discount or other promotion. A promotion violates this Policy if a reasonable customer can determine from the advertisement that the Covered Product is available below MAP.

Examples include publicly advertised coupons, promotional codes, instant rebates, cash-back offers, gift cards, credits, loyalty points with a stated monetary value and similar incentives funded or controlled by the Reseller. A strikethrough, alteration or other treatment that presents MAP as a discounted or former price is prohibited.

A general storewide promotion may be advertised only if Covered Products are expressly excluded whenever applying the promotion would produce an effective advertised price below MAP. Nonmonetary promotions that do not reduce or communicate a reduced advertised price are permitted.

Cleerline-funded or Cleerline-authorized promotions are permitted only during the stated promotional period and subject to the written terms issued by Cleerline.

7. Quantity Offers and Bundles

Quantity offers are permitted if the advertised per-unit price of each Covered Product is at or above MAP.

A bundle containing one or more Covered Products may not be advertised at a price below the aggregate MAP of all Covered Products included in the bundle. A Reseller may include a noncovered product or service at no additional advertised charge, provided that the advertisement does not assign a negative value to that item or otherwise imply that a Covered Product is available below MAP. Cleerline may evaluate the substance of a bundle to determine whether it circumvents this Policy.

8. Internet and Marketplace Advertising

Any publicly visible price for a Covered Product on a website, marketplace, search page, product feed, mobile application, social media platform or other electronic channel is an advertised price subject to this Policy. This includes prices displayed with a product image, description, model number or other information that reasonably identifies the Covered Product.

Prices displayed only as permitted under Section 5 are not subject to MAP. Merely requiring a user to click a public link, reveal a price, enter a publicly available code or take a similar nonpersonalized action does not make the resulting price private.

9. Excluded Products

This Policy applies only to new, first-quality Covered Products. It does not apply to used, damaged, distressed, discontinued, closeout or factory-refurbished products that Cleerline has expressly authorized for sale under that designation and that are clearly advertised as such.

10. Taxes, Shipping and Other Charges

MAP excludes separately stated sales, use and similar taxes. A Reseller may separately charge reasonable shipping, handling and processing fees, subject to applicable law. A Reseller may not use a discount, credit or negative charge associated with shipping, handling, processing or another fee to communicate or create an effective advertised price below MAP.

11. Monitoring and Independent Enforcement

Cleerline may monitor advertisements and may receive information from Resellers, customers, service providers or other sources. Cleerline will independently investigate available information and independently determine whether a violation has occurred. No Reseller or third party may direct Cleerline's enforcement decisions.

Violations are cumulative across all Covered Products. Multiple below-MAP advertisements first documented within the same 48-hour period will ordinarily be treated as one violation event. Each confirmed violation event remains in the Reseller's enforcement history for 365 days from the date of Cleerline's notice, regardless of whether the advertisement is corrected. Timely correction prevents the suspension associated with that notice but does not erase the violation event.

12. Consequences of Violations

First violation.

Second violation within 365 days.

Cleerline will send written notice identifying the advertisement or advertisements at issue. If the below-MAP advertising remains publicly available 72 hours after the notice is sent, Cleerline will stop accepting orders for and shipping the affected Covered Product or Products to the Reseller or the Reseller’s Supplier for 120 days. To the extent permitted by applicable agreements and law, Cleerline may cancel pending, unshipped orders for the affected Covered Products. Any active suspension affecting the same Covered Products will run concurrently and end no earlier than the expiration of the 120-day suspension.

Third violation within 365 days.

Cleerline will discontinue supplying the affected Covered Product or Products to the Reseller or the Reseller’s Supplier for an indefinite period. Cleerline may also revoke the Reseller or the Reseller’s Supplier’s authorization or discontinue the overall supply relationship, subject to applicable agreements and law.

Cleerline may take immediate action, omit a cure period or discontinue the supply relationship when it independently determines that circumstances warrant such action, including repeated, intentional or deceptive efforts to circumvent this Policy. Cleerline will administer this Policy in a commercially reasonable and nondiscriminatory manner.

13. Policy and MAP Changes

Cleerline may modify, suspend or terminate this Policy at any time. Cleerline may also add or remove Covered Products and adjust MAPs in its sole discretion. Unless a different period is stated in a written Cleerline notice, MAP changes will become effective 30 days after notice to Resellers.

The MAP for a newly introduced Covered Product will be effective on the date stated in Price Lists or, if no date is stated, when Cleerline first ships the product to authorized Resellers. Cleerline-authorized promotions may have shorter notice periods and will apply only for the dates and products stated in the promotion.

14. No Reseller Rights

This Policy does not grant any person or entity a right to purchase, advertise or sell Cleerline products, to use Cleerline intellectual property or to sell through any location, website, marketplace or other channel. Those matters remain subject to Cleerline's applicable authorization requirements and written agreements.

15. Administration

Questions concerning the administration of this Policy may be directed to Cleerline's Policy Coordinator at info@cleerline.com. The Policy Coordinator may provide administrative clarification but will not negotiate the Policy, request or accept assurances of compliance or grant Reseller-specific exceptions.

Nothing in this Policy requires Cleerline or a Reseller to take any action that would violate applicable law. If any provision is determined to be unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.