Wiley’s Finest®

Minimum Advertised Pricing Policy

Wiley’s Finest LLC (“Wiley’s Finest”) has built its brand to achieve strong recognition of the premium quality and high perceived value of its products. To protect our brand and our products, and to support our retailers and resellers, who invest time and resources to deliver superior customer experiences through knowledgeable staff and compelling presentations, Wiley’s Finest established a unilateral Minimum Advertised Price (“MAP”) policy on August 1, 2018. Our MAP Policy applies only to U.S. and Canadian retailers and resellers.

By not adhering to our MAP Policy, retailers and resellers can significantly diminish or detract from the perceived value of our Wiley’s Finest brand and its products. Therefore, Wiley’s Finest intends to sell its products only to retailers and resellers that do not advertise our products below the Minimum Advertised Prices set forth in this policy.

The MAP Policy shall work under the following guidelines:

1. Wiley’s Finest will establish Minimum Advertised Price (“MAP”) for its products. The MAP may be adjusted by Wiley’s Finest at its sole discretion.

2. This Policy applies to all advertisements for any Wiley’s Finest products in any and all media, including, but not limited to: websites and e-commerce platforms (Amazon, Walmart.com, etc...), social media platforms, paid search listings, affiliate and coupon sites, flyers, posters, coupons, mailers/emails, inserts, newspapers, magazines, catalogs, mail order catalogs, television, radio and other public displays.

3. This Policy applies only to advertised prices and does not apply to the actual resale price. The final sales price remains totally at retailers’ discretion.

4. The MAP specifically includes a maximum allowed advertised discount of twenty (20) percent off “single item” Manufacturer Suggested Retail Price (“MSRP”) as indicated by the current pricing supplied by Wiley’s Finest, excepting therefrom any special promotion pre-approved in writing by Wiley’s Finest. Wiley’s Finest retains the right to modify MSRP at any time and will notify all retailers of such price modifications. All retailers must implement such modifications within sixty (60) days from the date of receipt of such notice.

5. This Policy does not establish maximum advertised prices. All dealers and distributors may offer Wiley’s Finest products at any price in excess of the MAP established for such product.

6. Compliant Promotions. The following promotions are allowed under this MAP Policy, as long as the advertised price remains at or above the MAP:

· “Call for price” or “See price in cart” language, without listing the actual price below MAP

· In-cart discounts where the reduced price is not advertised or displayed prior to checkout

· Loyalty programs or rebates applied after purchase

· Free shipping or other value-add incentives (e.g., gift with purchase)

· Buy One Get One where the MAP is respected for each item

· Subscribe and save discounts offered on repeat purchases as long as the discount does not exceed 5% off MAP

7. Violations of MAP Policy. Advertising activities that are considered violations of this MAP policy include, but are not limited to:

· Advertising a price lower than the MAP (including through strike-through pricing, discount percentages, or coupon codes in ads)

· Showing a discounted price lower than MAP on the product page or before checkout

· Offering rebates, coupons, or discounts that bring the advertised price below MAP

· Advertising bundles that effectively reduce the price of an individual item below its MAP

· Listing below MAP prices in Google Shopping, Facebook ads, or other marketplaces

8. Wiley’s Finest may periodically discontinue products or engage in promotions with respect to certain items. In such events, Wiley’s Finest may, at its discretion, modify or suspend the MAP with respect to the affected products by timely notifying all retailers of such change.

9. This MAP Policy is non-negotiable and is adopted unilaterally by Wiley’s Finest. Retailers are not asked for agreement and may not discuss this policy with Wiley’s Finest or each other. Retailers that do not abide by this Policy are generally ineligible for Wiley’s Finest support of advertising or promotional materials, cooperative advertising, discounts or post-sale services.

Violations of this Policy may, at Wiley’s Finest’ sole discretion, result in:

· Warning notices

· Temporary suspension of supply

· Permanent removal from our authorized retailer/reseller list

Wiley’s Finest will not provide prior notice or issue warnings before taking any action under this Policy. Wiley’s Finest will consider each violation based on its own merit, and any decision by Wiley’s Finest to terminate authorized retailer or reseller status cannot be appealed. Wiley’s Finest failure to enforce the Policy at any time shall not be deemed a waiver of its right to enforce the Policy in the event of future violations.

10. Wiley’s Finest reserves the right to revise, suspend, or terminate this MAP Policy at any time, at its sole discretion. No Wiley’s Finest employee or sales representative has any authority to modify or alter this Policy.

PLEASE REVIEW THIS DOCUMENT CAREFULLY AND COMMUNICATE IT TO ALL INDIVIDUALS WITHIN YOUR ORGANIZATION. IT GOVERNS CERTAIN CONDITIONS OF SALE FOR FUTURE ORDERS.