Red Line MINIMUM ADVERTISED PRICE POLICY

As a result of significant investments in engineering, manufacturing, technology, packaging, and marketing, Phillips 66 Spectrum Corporation, the owner and manufacturer of Red Line branded products and d/b/a in some states as Red Line Synthetic Oil (hereinafter “Red Line”) has established itself as a premium producer of high performance, high-quality lubricants and automotive products.  Red Line has built a strong reputation and following among consumers and has established a quality network of distributors that actively promote our products and provide valuable sales, product assistance, and other support to their customers. The manner in which Red Line products are advertised and promoted is critical to creating and maintaining a premium brand image and to positioning our products appropriately against other premium products with which they compete.  

In order to help ensure the long-term viability of Red Line as a premium brand, to support continued investment in Red Line products, and to ensure resellers have the incentive to invest resources into services for Red Line customers, Red Line has determined that its interests are best served through the adoption of this Minimum Advertised Price Policy (the “MAP Policy”).  

Scope 

This MAP Policy applies to all persons and entities that resell Red Line products in the United States (“Resellers”). 

Resale Price  

Resellers are free to establish the actual prices at which they will sell Red Line products in their sole and absolute discretion. Our MAP Policy applies only to advertised prices.  

Minimum Advertised Price 

Although Resellers remain free to establish their own resale prices, it is a violation of this policy to advertise Red Line products at a price below the minimum advertised price (“MAP”). The MAP is equivalent to Red Line’s Manufacturer’s Suggested Retail Price, which will be listed in the retail column of all then-current Red Line price sheets. Red Line MAPs may also be obtained from your  Red Line wholesale distributor or from the MAP Policy Administrator referenced below.  

Except as noted below, the MAP Policy applies to all advertisements of Red Line products in any and all forms and media, including but not limited to: flyers, posters, signage, coupons, mailers, inserts,  newspapers, magazines, online and mail order catalogs, television, radio, social media, e-mail news/letters/blasts/solicitations, and all Internet, App, or similar electronic media, including websites,  banner ads, paid search ads, shopping comparison ads, online forums, and auction sites or marketplaces.  

Website features such as a “click for price” button that displays a price, automated “bounce-back”  pricing emails, an automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered “advertising” under this MAP Policy. The MAP 

Policy, however, does not apply to prices that appear on an Internet site “checkout” page where the  customer makes its final purchase or once an item is placed in a customer’s “shopping cart.”  

The following practices are also considered a violation of the MAP Policy: 

• Advertising a Red Line product to be bundled with or sold as part of a package with other products (whether produced by Red Line or another manufacturer) at a price that is lower than the total MAP of the Red Line products included in the bundle or package.  
• Including in any advertising of a Red Line product price any additional discount, coupon, gift card or incentive that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of the Red Line product below the MAP. (Red  Line-sponsored “manufacturer’s rebates” or other, similar Red Line-sponsored promotions  shall be exempt from this provision.) 
• Selling any Red Line product to a Reseller that is on Red Line’s Do Not Sell list. • Selling any Red Line product to or through any Reseller who is in non-compliance with this MAP Policy. 
• Providing marketing materials and digital content to a party on Red Line’s Do Not Sell list.
• Any other practice that Red Line determines, in its sole discretion, violates the letter or spirit of this MAP Policy.  

This MAP policy does not apply to the use in physical store locations of in-store signage or displays,  point-of-sale signs, hangtags, stickers or bar codes or similar marks. Nor does the MAP Policy apply to Reseller advertisements that they “have the lowest prices,” they will “meet or beat any competitor’s price,” that customers should “call or email for a price,” or phrases of similar import.  

Resellers may advertise up to a 5% discount below the MAP for purchases of full cases of quarts or gallons of Red Line products.  

Policy Violations 

In the event a Reseller chooses not to follow this MAP Policy, Red Line may unilaterally, and in its  sole discretion, take one or more of the following actions:  

• Discounts and other purchasing or promotional privileges or benefits may be reduced or  revoked; 
• Participation in Red Line offered programs may be revoked; 
• Orders may be refused or canceled; 
• Red Line’s relationship with Reseller may be terminated;  
• Reseller’s name may be included on Red Line’s Do Not Sell list; and/or 
• Reseller’s authorization to use, disseminate or display Red Line’s intellectual property,  including, but not limited to, content with Red Line branding, copyrighted images, text,  marketing materials, product sheets, descriptions, brochures, or other Red Line branded documentation, may be revoked. 

Policy Modifications 

Red Line reserves the right at any time to modify, suspend, discontinue or enforce the MAP Policy in whole or in part, and no Reseller has any right to rely on the continued existence of this MAP Policy or any effort by Red Line to enforce it.  

Unilateral Action

This policy has been unilaterally adopted by Red Line. Red Line’s MAP Policy is non-negotiable and will not be altered for any Reseller. Each Reseller is free to independently decide whether or not to follow the policy. Redline neither solicits, nor will it accept, any assurance of compliance with this  MAP Policy. Nothing in this MAP Policy or in any other contract or agreement with Red Line shall constitute an agreement between Red Line and any Reseller that the Reseller will comply with this  MAP Policy, and a Reseller’s decision to advertise at or above the MAP is not communicating acceptance or agreement to comply with the policy.  

Contact Information 

The Red Line MAP Policy Administrator shall have the sole responsibility and authority for determining whether a violation of the policy has occurred, communicating decisions to Resellers regarding the policy, and receiving or sending any communication regarding the policy. Red Line sales personnel and other employees have no authority to modify or grant exceptions to this policy or have any communications with a Reseller regarding the policy. All questions regarding this MAP  Policy should be directed to the MAP Policy Administrator at MAPAdministrator@redlineoil.com. Red  Line reserves the right to amend this MAP Policy at any time and without prior notice.  

This MAP Policy is effective January 1, 2019. 

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