Minimum Advertised Price Policy

Introduction

Ultralight Control Systems, Inc. (“ULCS”) is proud to offer the highest quality videography, photography, and cinematography accessories in the industry. Our products are designed and engineered to provide end consumers with the best control and attachment options for their equipment needs. ULCS has been creating high quality videography, photography, and cinematography accessories for over 25 years. We recognize that our retail partners invest time and resources to deliver an extraordinary customer experience through knowledgeable staff, professional services and compelling product presentation. To protect the investment of our retail partners and the UltralightTM brand reputation, we have unilaterally adopted a MINIMUM ADVERTISED PRICE (“MAP”) POLICY (“MAP Policy”), effective May 28, 2020. This MAP Policy prohibits resellers from advertising specific UltralightTM products below a specific price designated by ULCS and from advertising on certain platforms that are prone to sales of counterfeit products. Promoting based on low-price, instead of service and value, can be detrimental to the end consumer’s buying experience and to ULCS’ reputation.

Official Policy and Guidelines

1. The MAP Policy will be enforced by ULCS in its sole discretion. UltralightTM products advertised below the MAP Policy price as defined by ULCS will be a violation of this MAP Policy.
2. ULCS will maintain an updated “MAP Products Master List” of those products that fall under this MAP Policy (“MAP Products”) and their MAP prices. ULCS reserves the right to update or modify this list at any time. Updates to the MAP Products Master List will include effective dates for all Products. UltralightTM products not specifically identified in the MAP Products Master List are not subject to this MAP Policy.  Resellers are responsible for remaining current with this MAP Policy, MAP Products and the MAP pricing stated on the MAP Products Master List.
3. ULCS recognizes that any authorized UltralightTM reseller can make its own decisions to advertise and sell any UltralightTM product at any price it chooses without consulting or advising ULCS.  ULCS similarly has the right to make its own independent decision at any time regarding product allocations, program elements, discounts, and reseller participation as an UltralightTM authorized Dealer.
4. It shall not be a violation of this MAP Policy for any authorized UltralightTM reseller to set in-store retail prices below the established MAP or 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 the established MAP price and otherwise complies with this MAP Policy.
5. All applicable MAP Products listed will have a MAP retail price listed on the MAP Products Master List. Listing a price lower than the MAP retail price next to the featured MAP Product in any advertising will be treated by ULCS as a violation of this MAP Policy. This MAP Policy applies to all advertisement of MAP Products in any and all media, including, and without limitation to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet, web stores or ecommerce sites, Facebook shopping, Groupon or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage. Such website features 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, and other similar features are considered to be communications initiated by the reseller (rather than by the customer) and this constitutes “advertising” under this MAP Policy. This MAP Policy also applies to any activity that ULCS determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy.
6. UltralightTM MAP Products may not be listed for sale on internet auctions websites such as eBay, or on marketplace websites such as Amazon.com and Rakuten.com.
7. From time to time, ULCS may permit resellers to advertise MAP Products at prices lower than the MAP retail price. In such events, ULCS reserves the right to modify or suspend the MAP retail price with respect to the affected MAP Products for a specified period of time by providing advance notice to all resellers of such changes.
8. UltralightTM MAP Products may be bundled or advertised as part of a package with other MAP Products, but only at an advertised price that: (a) is not less than the sum of the Minimum Advertised Price of each MAP Product included in the bundle and (b) is consistent with the letter and spirit of the MAP Policy.  The advertising of MAP Products bundled with products that are not MAP Products (whether supplied by ULCS or any other supplier) is strictly forbidden.
9. It shall be a violation of this MAP Policy to include in any advertising for UltralightTM MAP Products any additional advertised discount, coupon, gift card, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise), where the cumulative effect would be to reduce the advertised price of any MAP Product. Advertising that includes an additional discount, coupon, gift card, points, or any other incentive for future purchases (regardless of whether the future purchases are of an UltralightTM product) shall be evaluated under the same guidelines as described in Section 8 regarding product bundling. For example, a gift card redeemable on a future purchase would be considered an “other product” under Section 8.
10. Although resellers remain free to establish their own resale prices, ULCS reserves the right to cancel all orders and indefinitely refuse to accept any new orders for MAP Products or all products from any reseller whose net retail sales price is advertised at less than the current MAP retail price established by ULCS.
11. ULCS’ sales representatives and sales managers have no authority to modify or grant exceptions to this policy or to discuss this policy, violations of this policy, or any other agreements with respect to ULCS’ policy regarding reseller advertising or pricing. This also includes any consumer program or promotion that affects MAP Products. This policy is non-negotiable.
12. This MAP Policy strictly prohibits the advertising of ULCS’ MAP Products in violation of this MAP Policy or at prices below the Minimum Advertised Price on a reseller’s own website or on any Internet retailer, big box store website, or on-line marketplace.
13. Any violation of this MAP Policy will result in suspension of purchases of all MAP Products, payment terms, discounts, and the forfeiture of all accrued program funds until further notice.
14. ULCS reserves the right, at its unilateral discretion, to take other action with respect to any reseller that violates this MAP Policy, including termination.
15. ULCS is not seeking assurance from any reseller that it will comply with this MAP Policy.  It is entirely within the discretion of the reseller whether to comply or not comply. 
16. Notwithstanding anything to the contrary, which may be expressed or implied in or by one or more agreements between resellers and ULCS, including the Authorized Dealer Agreement between the parties, nothing in those agreements shall constitute an agreement by resellers to comply with this MAP Policy.