EFFECTIVE SEPTEMBER 1, 2018

XClutch USA Inc. (“XCLUTCH”) has unilaterally adopted these Brand Protection (BP) Policies for Dealers effective as of September 1, 2018 (the “Policy Effective Date”), which:  (a) are applicable to each individual or entity located in either or both of the United States of America (“U.S.”) and Canada that promotes and sells or either thereof (whether doing so directly or through another party that does such things as advertise or fulfill orders on behalf of such individual or entity) any or all products offered by XCLUTCH (in the plural, “XCLUTCH Products”) to one or more end user purchasers (such individual or entity is a “Dealer” and, in the plural, are “Dealers”) and (b) consist of (i) a policy regarding minimum advertised price (the “Minimum Advertised Price Policy” or the “MAP Policy”) and (ii) a policy dealing with advertising and marketing (the “Advertising and Marketing Policy” or the “A&M Policy”).

1. Purpose.  XCLUTCH Products are demanded by drivers worldwide for their consistent, reliable and superior performance due to continuous innovation-driven improvements in engineering.  Some Dealers have taken or may take advantage of these circumstances by advertising such products as loss leaders, promoting unfair discounts or misusing XCLUTCH intellectual property or references to XCLUTCH or its products.  In an effort to help safeguard the reputation of XCLUTCH, insure the long-term viability of its brands and protect the investment of those Dealers that provide valuable services to end users, XCLUTCH has adopted these Policies.
2. The Minimum Advertised Price Policy.

The fair market value for each MAP Product offered for free or at a reduced price with the purchase of another MAP Product will be its Minimum Advertised Price.  From time to time, XCLUTCH may communicate to a Dealer by notice what it considers to be the fair market value for other goods or services.

1. Other Ways to Violate the MAP Policy.  Except as expressly authorized or directed by XCLUTCH Notice or otherwise allowed by these Policies, a Dealer (directly or through another party on behalf or for the benefit of such Dealer) knowingly or negligently, directly or indirectly engaging in any or all of the following conduct (or the substantive equivalent of any or all of them as determined by XCLUTCH) in connection (directly or indirectly) with the offering of any or all XCLUTCH Products (or, if so noted below, only any or all of the MAP Products) will be deemed to be a violation of the MAP Policy:
2. Changes Relevant to the MAP Policy.  XCLUTCH, at any time, may (i) vary the Minimum Advertised Price for a MAP Product or (ii) add to or delete any or all of the MAP Products, which may, among other things, be based on whether such product(s) is or are offered or sold under or subject to one or more select XCLUTCH program(s) or any other XCLUTCH policy or in any other situation announced by XCLUTCH from time to time.  XCLUTCH will endeavor to provide prior notice of each new MAP or such change in the MAP Products, generally not less than five (5) days in advance.  While XCLUTCH will communicate each MAP and such change through the price list(s) or product list(s) provided or made available to each Dealer by XCLUTCH or otherwise communicated by XCLUTCH Notice, each Dealer is responsible for making sure that it is aware of the then-current MAP(s) and items of the MAP Products in each circumstance.
3. The MAP Policy Exemptions.  As long as a Dealer does not otherwise violate these Policies, such Dealer offering to a potential or actual customer one or more of the MAP Products after the Policy Effective Date below its or their respective MAP(s) is exempt from the MAP Policy and will not violate it, if such offering is consistent with one or more of the following exemptions (the “MAP Policy Exemptions”):
4. The Advertising and Marketing Policy.
5. When a Dealer Requests Approval under these Policies.  If the approval of XCLUTCH under these Policies is sought by a Dealer, the failure to obtain it no later than seven (7) days after receipt by XCLUTCH of such request will be deemed to be a disapproval of each thing for which such approval is sought.
6. Consequences of Violating these Policies.  XCLUTCH, without assuming any liability, will take one or more of the following actions immediately following verification by XCLUTCH to its satisfaction that a Dealer has violated these Policies:
   For the first violation during the Policy Period:  If such violation is due to:
   
7. Additional Policy Terms and Conditions.  Effective as of the Policy Effective Date, these Policies supersede and cancel each other policy applicable to each Dealer from XCLUTCH for any or all XCLUTCH Products, if any, regarding minimum advertised price, resale price or, to the extent covered by these Policies, the advertising and marketing matters referred to herein.  For any reason(s) deemed appropriate by XCLUTCH (including without limitation based on the request of a Dealer for XCLUTCH to consider such things as, but not necessarily restricted to, limited-time promotional offers for an event in which such Dealer is participating or otherwise), but, in no case other than as the unilateral decision of XCLUTCH, these Policies may be modified, extended, waived, suspended, discontinued or rescinded in whole or part by XCLUTCH Notice at any time (including without limitation during any XCLUTCH-designated promotional period(s)), with such action(s) effective immediately or as otherwise described by XCLUTCH.  If XCLUTCH negotiates a price or prices with a customer that is or are less than the MAP(s) and provides a Dealer the opportunity to offer to fulfill one or more orders at such price(s), acceptance by such Dealer of such opportunity will not constitute a violation of the MAP Policy.
   
   For purposes of compliance with these Policies, each retail business (regardless of the name(s) used and location(s)) directly or indirectly owned, operated or associated with a Dealer (as determined by XCLUTCH) will be considered to part of such Dealer, so that each violation by any such business will be aggregated with that or those of each other such business and attributed to such Dealer.
   
   The availability of any or all items of XCLUTCH Products may be changed by XCLUTCH anytime, in which case, XCLUTCH and each Distributor may without liability or penalty (a) cancel all pending orders (even if accepted) from a Dealer for such changed item(s) and (b) refuse to accept any new orders from a Dealer for such item(s).
   
   Regardless whether expressly indicated in these Policies, each notice referred to herein (including without limitation XCLUTCH Notice):  (a) may, as determined by XCLUTCH, be given in writing or electronically (including without limitation posting on a portal for Dealers) and (b) will be considered to be received as designated by XCLUTCH.  The Explanation (which also may be referred to as “Frequently Asked Questions,” “FAQs” or the equivalent as determined by XCLUTCH), if any, accompanying or associated with these Policies is intended to help answer questions in connection with them, but is not part of these Policies.  In the event of any disagreement over the interpretation or enforcement of these Policies, the view of XCLUTCH will control.
   
   If a Dealer violates these Policies or XCLUTCH determines that such Dealer does not qualify for or abused any or all of the MAP Policy Exemptions and the A&M Policy Exemption, such exemption(s) will be deemed withdrawn by XCLUTCH retroactive to the Policy Effective Date or such other date specified by XCLUTCH.  Except in extraordinary circumstances, XCLUTCH will not consider any requests for other exemptions.
   
   The consequences of violating these Policies are non-exclusive and do not limit or waive in any way the legal, equitable and other remedies available to XCLUTCH, particularly for conduct relating to XCLUTCH Intellectual Property.
   
   XCLUTCH will not discuss any conditions of acceptance related to these Policies.  In addition, XCLUTCH neither solicits, nor will it accept, any assurance of compliance with these Policies.  Notwithstanding anything to the contrary which may be expressed or implied in or by one or more agreements between a Dealer and XCLUTCH or otherwise, nothing shall constitute an agreement by such Dealer to comply with the MAP Policy, as, among other things, the MAP Policy is not and should not be construed to be one of the XCLUTCH policies (as such term or a similar term is or may be used in any or all of such agreements or otherwise) for which such compliance is mandatory.
    
8. Questions, Additional Information or Information Regarding Potential Violations.  All questions or requests for additional information regarding these Policies or information concerning potential violations of these Policies (which must be in writing) are to be addressed to the person at XCLUTCH responsible for these Policies (“Policy Administrator”):  email: policyadmin@xclutchusa.com
9. Only the Policy Administrator or the Policy Administrator’s designated representative(s) is or are authorized by XCLUTCH to answer questions regarding these Policies, to comment on these Policies or to accept information regarding potential violations.