In order to protect our dealer network and the prestige of Center Line Wheels as a brand, Center Line Wheels has unilaterally adopted the following Minimum Advertised Price policy (“MAP Policy”). We recognize that advertising practices that promote our products primarily on the basis of price could damage our brand image and the valuable goodwill we have developed in our trademarks. Our goal in establishing this MAP Policy is twofold. We want to ensure that all Center Line Wheels products are advertised and promoted in a way that will maintain the integrity and reputation associated with Center Line Wheels’ products. We also want to deter discounters from free riding on the efforts of our dealers in marketing and promoting our brand.

This unilateral MAP Policy applies to all resellers of products sold under the Center Line Wheels brand name (“Products”). Center Line Wheels is not seeking agreement from any reseller to comply with this MAP Policy. It is entirely within each reseller’s discretion to comply or to not comply, however non-compliance may result in termination of business relationship between Center Line Wheels and the reseller.

1. 1. Resellers may not advertise any Products below manufacturer’s MAP. The MAP will be unilaterally established, updated and revised by Center Line Wheels, from time to time, in its sole discretion. If a Product is not listed on the most current MAP price sheet, or new product release sheets, it is not subject to this MAP Policy. For avoidance of doubt, all resellers remain free to set prices independently and to independently determine whether to abide by or disregard this MAP Policy.
   2. The MAP Policy applies to all forms of advertisements in any and all media, including, without limitation, in-store, flyers, posters, coupons, direct mailers, brochures, inserts, newspapers, magazines, catalogs, mail-order catalogs, public signage, other print media, television, radio, email, Internet websites, e-commerce, any method which uses the hypertext transfer protocol (http) or any internal link to a web-based shopping cart, and other electronic media that communicates to the public.
   3. Center Line Wheels’ Products may only be advertised as standalone product and may not be advertised to include promotional allowances. Resellers may not advertise coupons, cash rebates, buy one (or more)/get one, free premiums, free or discounted products, reward programs, or bundled promotions (whether with Center Line Wheels or another manufacturer) with a Product, if it has the effect of lowering the advertised price of the Product below the MAP.
   4. Free shipping and/or handling or free financing promotions do not violate the MAP Policy. Promotions that provide a free gift with purchase are not a violation of this MAP Policy provided the gift is not Center Line Wheels branded Product. Promotions commonly referred to as “Friends and Family Sales Promotions” are not a violation of this MAP Policy provided that these promotions (a) occur no more frequently than twice per calendar year and for periods no longer than one week at a time, (b) are offered only to a limited group of prior loyal customers and family members of the retailer, (c) are not advertised through digital means, and (d) require original non-transferrable invitations.
   5. The MAP Policy does not apply once an item is placed in a customer’s “virtual shopping cart” on an Internet website. However, “Click for price,” “Call for price,” “Click here for lower price,” “See price in cart,” “Log-in for price,” “Add to cart for lower price,” “Check cart for lower price,” Mouse over for price,” “Email for (better) price,” or the like, on a website that displays an advertised price lower than MAP is a violation of this policy. Center Line Wheels’ MAP Policy does not in any way limit the ability of any reseller to advertise that “they have the lowest prices” or use other phrases of similar meaning. Prices may be omitted from advertisements.
   6. From time to time, Center Line Wheels may engage in promotions with respect to certain Products. In such events, Center Line Wheels reserves the right to modify or suspend the MAP Policy with respect to the affected Products. Center Line Wheels further reserves the right to unilaterally suspend, amend, or adjust the MAP Policy at any time with respect to all or certain Products in its sole discretion. Center Line Wheels’ primary, non-exclusive method of communication will be via its price sheets for resellers.
   7. Center Line Wheels may monitor advertised pricing of Products. If a reseller advertises Products in a manner inconsistent with this MAP Policy, to prevent any damage to brand integrity, Center Line Wheels may unilaterally and without further warning, discontinue its business relationship with such retailer. While Center Line Wheels reserves the right to immediately terminate any reseller for any violation of the MAP Policy, Center Line Wheels understands that there may be instances where a violation is inadvertent. Center Line Wheels does not seek or invite, and shall not accept, any reseller’s agreement to raise its resale prices, cure the violation, or otherwise continue to abide by this policy.
   8. This MAP Policy does not confer any direct or indirect rights on any reseller, as a third-party beneficiary or otherwise. Resellers shall not discuss the resale prices of any other reseller with any Center Line Wheels employee or representative, and Center Line Wheels will not respond to complaints regarding the actions of a third party regarding this MAP Policy.
   9. This MAP Policy is not a contract or agreement, and Center Line Wheels does not seek nor will it solicit or accept any reseller’s agreement with our policy, nor will Center Line Wheels discuss pricing of any reseller.
   10. All matters of interpretation and application of the terms of this MAP Policy shall remain within the sole discretion of Center Line Wheels. Center Line Wheels reserves the right to update, revise, modify or discontinue this policy and pricing structure at any time without notice.

MAP Suspension Schedule

Center Line Wheels reserves the right to take any action, including termination of reseller relationships, with respect to any reseller that violates MAP policies.

Violation 1

Violation 1 will be assessed in the instance any Center Line Wheels product is found to be advertised below MAP or advertised in a manner that violates the guidelines set forth in the MAP policy.

Violation 1 will result in a notice from then which the reseller has a 48-hour grace period to comply with the MAP policy. Note that the violations that are presented within the notice are not meant to be exhaustive and there may be other violations that are not listed. We recommend that both the MAP policy and catalog of products are reviewed carefully to avoid any future violations.

Violation 2

Violation 2 will be assessed in the instance any Center Line Wheels product is found to be advertised below MAP or advertised in a manner that violates the guidelines set forth in the MAP policy after the 48-hour grace period, or within 12 months of the assessment of Violation 1.

Violation 2 will result in a notice from then which the reseller has a 48-hour grace period to comply with the MAP policy. Note that the violations that are presented within the notice are not meant to be exhaustive and there may be other violations that are not listed. We recommend that both the MAP policy and catalog of products are reviewed carefully to avoid any future violations.

Center Line Wheels reserves the right to take any action, including termination of reseller relationships with respect to any reseller that violates MAP policies.

Violation 3

Violation 3 will be assessed in the instance any Center Line Wheels product is found to be advertised below MAP or advertised in a manner that violates the guidelines set forth in the MAP policy after the 48-hour grace period, or within 12 months of the assessment of Violation 2.

Violation 3 will result in the loss of drop shipping privileges for 30 days. Note that the violations that are presented within the notice are not meant to be exhaustive and there may be other violations that are not listed. We recommend that both the MAP policy and catalog of products are reviewed carefully to avoid any future violations.

Center Line Wheels reserves the right to take any action, including termination of reseller relationships with respect to any reseller that violates MAP policies.

Violation 4

Violation 4 will be assessed in the instance any Center Line Wheels product is found to be advertised below MAP or advertised in a manner that violates the guidelines set forth in the MAP policy after the 30-day suspension, or within 12 months of the assessment of Violation 3.

Violation 4 will result in the reseller being placed on a Do Not Sell/Ship list for 3 months and termination of authorization to market and sell Center Line Wheels Products. Upon the assessment of Violation 4, reseller will be prohibited from using Center Line Wheels’ intellectual
property and must remove all current product listings.