PRP

The off-road lifestyle is all about getting away from the city, work, and daily stress. Our customers drive hours out of their way, several weekends a year, in pursuit of having fun and relaxing. We understand that pull. We know the end result of a purchase should always translate into a great weekend with the family, stories of “that one place” and unforgettable moments.

 

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GENERAL TERMS & CONDITIONS POLICY Updated: 08/07/2023

In an effort to protect your investment of time and resources to carry PRP Products, PRP has established a unilateral Minimum Advertised Price
(MAP) Policy.

 

PRP, in its sole discretion, reserves the right to discontinue doing business with any reseller that advertises any product(s) covered by this MAP
Policy at a price lower than the MAP.

PRP Policy does not determine, control, or influence the price at which dealers sell Products. It does not establish maximum advertised prices
or require specific prices to be advertised. MAP does not apply to the actual price that a Product is sold in a retail location, over the telephone,
or in a response to a consumer inquiry. MAP does not apply to price tags or signs located within a physical retail store. Approved Dealers are
entirely free to set their own prices for Products.

MAP prices for each part number are shown in the attached price schedule and are available to direct customers as well as authorized dealers
that purchase from a distributor. MAP applies to all forms of public consumer advertising and dealer initiated communication including but not
limited to television, radio, print advertising, catalogs, letters, coupons, internet advertising, email solicitations, websites, or on-line auctions.

Website features such as “click for price”, automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, and 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 dealer (rather than by the customer) and thereby constitute “advertising” under this MAP Policy.

Promotions that result in an advertised price below MAP are not allowed unless the specific Approved Dealer promotion is approved by PRP’s
authorized MAP Policy Administrator.

PRP Policy requires all Approved Dealers and Third-Party Resellers to comply with MAP.

Questions regarding MAP should be submitted in writing to pricing@prpseats.com.

Advertising Guidelines

All consumer or public advertisement of PRP branded products must not result in a net price that is below MAP. Net price is defined as the
price less the value of any advertised discounts or instant rebates. Free shipping, gift cards, or installation may be included at the MAP price.
Advertisements must not indicate that a price lower than MAP is available.

It is a violation of PRP Policy if the lowest price displayed to the consumer is shown with a strike-through or obliteration, or with text indicating
that a lower price is available. Internet advertisements or auctions that do not show an actual un-obliterated price must not allow the consumer
to click to see the price unless the price shown is at or above MAP. If the consumer must add the item to a shopping cart to see the advertised
price, then the price shown must be at or above MAP.

This MAP Policy also applies to any activity which PRP determines, in its sole discretion, is designed or intended to circumvent the intent of the
MAP Policy, such as solicitations for “group purchases,” “name your price” promotions, and the like.

Exceptions

From time to time, PRP may permit resellers to advertise Products at prices lower than the listed MAP. In such events, PRP reserves the right to
modify or suspend MAP with respect to the affected products for a specified period of time by providing advance notice to all resellers of such
changes.

From time to time PRP may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to
advertise the availability of the manufacturer’s rebate, provided that:

i. the advertisement includes a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type
size and style;
ii. an asterisk is placed next to the net price after manufacturer’s rebate; and
iii. “*after manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.

Bundling

“Bundling” or the inclusion in advertising of free or discounted products (whether made by PRP or another manufacturer) with a product
covered by the MAP policy would be contrary to the MAP policy if it has the effect of discounting the advertised price of the covered product
below the MAP.

“Bundling” or advertising PRP products for sale together with other products will violate this MAP Policy when:

i. the effective or stated discount is greater than 10% of the highest priced item in the bundle; or
ii. the product(s) bundled with MAP Products violate PRP’s Intellectual Property rights; or
iii. the product(s) bundled with MAP Products violate the PRP Trademark and Brand Policy; or
iv. the product(s) bundled with MAP Products include words, packaging, graphics, or other indicia which may create customer confusion as
to the source of the product(s).

Rebate programs from PRP, whether on MAP Products or PRP’s partners’ products are exempt from this policy.

POLICY VIOLATIONS

It is the responsibility of each Approved Dealer to monitor PRP Policy and product information, and review all aspects of their business practices to ensure compliance with PRP Policy.

In the event that PRP determines that an Approved Dealer has violated PRP Policy, then a Notice will be sent to the Approved Dealer alerting
them of the Policy violation. If the Approved Dealer does not take appropriate action to remedy the violation within a reasonable period of time
defined by PRP, then PRP will remove all discounts for a period of 90 days.

If violations are repeated PRP will cease selling the Products found to be in violation to the Approved Dealer. PRP may also revoke buying privileges for groups of products or entire product lines. If PRP Policy violations are widespread then PRP will remove all discounts for all Products
or will revoke Approved Dealer status and cease doing business with the customer.

If an Approved Dealer with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then PRP
will consider this to be a violation by the Approved Dealer as a whole.

PRP reserves the right to cancel any pending orders, restrict future orders, or suspend Approved Dealers’ account if PRP reasonably believes an
Approved Dealer has violated the provisions of this policy or a dealer intends to violate this policy.

PRP MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy as occurred, as well as determining
appropriate sanctions.

Waivers to this MAP Policy may be granted in PRP’s sole discretion by the MAP Policy Administrator in writing. PRP Sales, Marketing, or other
personnel are not authorized to modify or grant exceptions to the MAP Policy. In the event that the MAP Policy Administrator authorizes a waiver to the MAP Policy, dealers must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of
the MAP Policy.

PRP monitors the advertised prices of dealers, either directly or via the use of 3rd party agencies or tools. Dealers are expected to provide
reasonable cooperation in any PRP investigations regarding possible PRP Policy violations. Hindering, obstructing, delaying, or otherwise failing
to cooperate with a PRP Policy investigation is a violation of this MAP Policy.

The PRP Policy will be enforced by PRP in its sole discretion and without notice. Dealers, distributors, resellers, have no right to enforce the PRP
Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship,
as well as any available remedies at law. All questions related to this MAP Policy should be directed to: policy@prpseats.com

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Besides monitoring and MAP policy enforcement we also develop a healthy relationship with your compliant sellers.