Minimum advertised price (MAP) policy

This policy applies to distributors in the United States of America

Keencut, Inc (‘Keencut’) believes it is important that its resellers provide skilled, professional assistance in selling and supporting Keencut products. Accordingly, Keencut recognizes that its resellers must earn sufficient profit to provide such sales and support services. Keencut has determined that advertising certain products at prices below realistic minimum prices undermines Keencut’s reputation, image and marketing strategy. Additionally, such advertising makes it less likely that resellers will earn profits sufficient to provide adequate customer support.

Therefore, with immediate effect, all sales of Keencut products will be subject to this MAP Policy. This MAP Policy is unilaterally implemented by Keencut and will be strictly enforced and uniformly applied to all resellers without alteration. Although resellers remain free to establish their own resale prices, Keencut will, without assuming liability after verification to our satisfaction of any reseller’s non-compliance with this MAP Policy. Non- compliance as defined in this MAP policy (“Non-compliance”) includes any reseller intentionally advertising (“Advertising”), or causing the Advertising of, Any Keencut products at a net retail sales price less than the minimum advertised price established and announced by Keencut from time to time. Advertising as defined by this MAP policy includes without limitation, all public communication of prices by newspaper, magazine, signs, catalogs, flyers, television, radio, internet, electronic mail or other forms of mass media. Our intent is that the term Advertising covers any communication of prices that occurs outside of direct negotiation between reseller and customer in response to a customer-initiated inquiry. Conversely, Advertising as defined in the MAP policy does not include face-to-face personal communication of prices to prospective customers, or communications of prices by U.S. mail or telephone, in all such cases, in response to a customer-initiated inquiry in the individual case.

Conduct that is prohibited by this MAP Policy (by way of example only and without limitation) include: automatically generated e-mails providing below-MAP pricing; placing below MAP pricing on any web site; allowing a customer to view below-MAP pricing by placing an item into an automatic shopping cart; or conduct intended to circumvent or undermine the stated goals or intent of this MAP policy.

This MAP policy will be implemented as follows. After the first occurrence of Non-compliance, Keencut will send written notice to the non-compliant reseller warning that a subsequent violation will result in suspension. A second occurrence of Non-compliance by the reseller is advised of the 30-day suspension of new orders. Orders received by Keencut before the reseller is advised of the 30-day suspension will still be honored. A third occurrence of Non-compliance will result in termination of the reseller.

No new orders will be accepted from the reseller after termination but shipments will be made on existing orders so long as payment has previously been made in full in funds satisfactory to Keencut and the reseller has no other outstanding balances due. One year after termination, the reseller may be reinstated upon request, but only at the lowest discount level. The reseller must then re-earn any additional discount in accordance with the standard Keencut Discount schedule at the time, based solely on sales volume after reinstatement.

Each reseller is free to independently decide whether to follow this MAP policy. Keencut does not solicit, negotiate or accept any conditions of acceptance related to this MAP policy. Neither will Keencut solicit, negotiate, or accept any assurance of compliance with this MAP policy. Nothing in this MAP policy shall be construed as an agreement between Keencut and any reseller regarding compliance with this MAP policy.

Other than the Company President, no Keencut employee has the authority to interpret or modify the MAP policy and any questions regarding this MAP policy must be sent to [email protected] marked for the attention of the President of Keencut. This MAP policy is subject to change at any time by Keencut.

Minimum advertised prices are defined as suggested retail price less 10% for all Keencut products.

Issued by Keencut, Inc on November 19th, 2020