Effective Date: November 1, 2016 

Subject: Retail Advertising Policy 

Dear Tucker Dealer: 

Ed Tucker Distributor, Inc. d/b/a Tucker Powersports (“Tucker”) is committed to offering the highest quality products that consumers demand. These brands include Protaper (referred to as the “Brand”). Tucker owns the trademarks,  various derivatives thereof, logos, copyrights to materials in its catalogs, and other intellectual property associated with the Brand (collectively referred to as “Marks”). Dealers are granted a limited,  revocable, non-exclusive, non-transferable license to use the Marks in connection with any print or internet advertising associated with the Brand as long as they adhere to Tucker policies, including this Retail Advertising Policy (the “Policy”).

This Policy is designed (i) to generally support the Brand as a premium offering in the marketplace, (ii) to ensure all  Dealers dedicate sufficient resources to promote the Brand, (iii) to enable Dealers to continue to employ knowledgeable sales associates to support the Brand, (iv) to enable Dealers to provide high-quality pre-sale and post-sale services in support of the Brand, and (v) to otherwise promote activities that will enhance the desirability of the Brand. Each Dealer is free to independently set its resale prices for any product at its own discretion, but Tucker’s Policy establishes advertised price standards for the Brand. Tucker has adopted this Policy unilaterally for the express purposes set forth above. Failure to abide by this Policy may result in penalties, including termination as a Dealer.

Covered Advertising 

Dealers shall not publish a retail advertised price through Covered Advertising (defined below) that is below the manufacturer’s suggested retail price (“MSRP”). 

“Covered Advertising” is defined as:

1. Print advertising such as newspapers, magazines, print inserts, outdoor billboards/signage; 2. Broadcast advertising such as radio and TV;
2. Direct advertising such as catalogs, flyers, newsletters, direct mail pieces/coupons, and broadcast  faxes, whether mailed, hand-delivered, or shipped in-box with product;
3. Electronic mail (e-mail) advertising. Any web pages that link from the e-mail are considered part  of the e-mail advertisement;
4. Internet advertising such as banner, pop-up, and pop-under ads;
5. And any website accessible to the public including traditional retailers, club membership sites, e-tailers (eCom), vendors, portals, shopping sites, blogs, forums, auction sites, etc.

The types of advertising not covered by this Policy are:

1. In-store merchandising;

This Policy only relates to current active merchandise for the Brand. Any products deemed as closeouts and/or discontinued are not subject to this Policy.

A visible strikeout, deletion, or alteration of any price in any Internet advertising is strictly prohibited. Dealers must not include statements or options related to the Brand which may lead consumers to perceive the offer is below  MSRP. Statements such as “call”, “call for price”, “email to get the lowest price”, “guaranteed lowest prices”, “best offer”, “place in shopping cart to see our lowest price”, “at least x% off”, or other similar statements should not be used.

All packages (i.e., those that include a combination sale of both Branded products and products not covered under this Policy) must be advertised at the cumulative MSRP of all the products included in the package.

The Brand must be specifically excluded from any type of advertised store-wide sale or promotion.

From time to time the Brands may engage in promotions with respect to certain products included in the Policy.  Tucker reserves the right to unilaterally modify or suspend the Policy with respect to these promotions.

Policy Violations 

Authority 

Tucker shall determine violations of this Policy in its sole discretion. Tucker’s designated Policy Administrator is the only person authorized to communicate Policy updates, changes, or decisions. No other Tucker representative or agent is authorized to confirm compliance with, discuss, or amend this Policy. Tucker will not accept any communication from a Dealer who has violated this Policy regarding the violation or the willingness of the Dealer to bring its advertising into compliance with the Policy. Tucker also does not entertain complaints from its Dealers regarding another Dealer’s advertising or pricing practices. For more information concerning this Policy, please contact map@tucker.com.

Consequences 

Failure to abide by this Policy may result in penalties, including those specifically set forth below, as well as being terminated as a Tucker dealer.

Dealer violations of the Policy will be addressed under this four-step enforcement process:

First violation:

Dealer will receive a written notification informing the Dealer that it will be subject to a two (2) day prohibition from purchasing the products involved in the violation. Corrective action must be implemented within  48 hours for electronic advertisements (email/internet sites) and the relevant production cycle for print and other advertisements, but no later than thirty days. If corrective action is not implemented within the aforementioned timeframe, the two-day prohibition will be extended and Dealer’s rights to use the Marks will be forfeited and not permitted until reinstated at the sole discretion of Tucker.

Second violation within 180 days of first violation:

Dealer will receive a written notification informing the Dealer that it will be subject to a thirty- (30) day prohibition from purchasing the products involved in the violation and the Dealer’s rights to use the Marks will be forfeited and not permitted during this period. If corrective action is not implemented within the timeframe delineated above, the thirty-(30) day prohibition can be extended and Dealer’s rights to use the Marks will be forfeited and not permitted until reinstated at the sole discretion of Tucker. Violations after 180 days from the first violation will be considered a new first violation.

Third violation within 180 days of second violation:

Dealer will receive a written notification informing the  Dealer that it will be subject to a ninety- (90) day prohibition from purchasing the products involved in the violation and the Dealer’s rights to use the Marks will be forfeited and not permitted during this period. If corrective action is not implemented within the timeframe delineated above, the ninety-(90) day prohibition can be extended and Dealer’s rights to use the Marks will be forfeited and not permitted until reinstated at the sole discretion of Tucker.  Violations after 180 days from the second violation will be considered a new first violation.

Fourth violation within 180 days of the third violation:

Dealer will receive a written notification informing the  Dealer that it will be subject to a minimum one (1) year prohibition from purchasing the products involved in the violation and the Dealer’s rights to use the Marks will be forfeited and not permitted during this period. If corrective action is not implemented within the timeframe delineated above, the one (1) year prohibition can be extended and  Dealer’s rights to use the Marks will be forfeited and not permitted until reinstated at the sole discretion of Tucker.

Violations after 180 days from the third violation will be considered a new first violation.

Notwithstanding the above, based on the sole discretion of Tucker, a Dealer who demonstrates multiple first violations of this Policy may be subject to a permanent prohibition from purchasing the products and the Dealer’s rights to use the Marks will be forfeited and not permitted.

Limitations on Sales:

The Dealer shall only sell the Brand at the Dealer’s retail store, Dealer’s mail order catalog,  Dealer’s Internet website, or at retail booths operated by the Dealer at motorcycle, ATV, or UTV events such as races,  rallies, and shows. Selling or listing the Brand on third party sites (i.e. Amazon, eBay, Walmart, etc.) is strictly prohibited without prior written permission.