Minimum Advertised Pricing and Distribution Policy
TP-Link Systems Inc. (“TP-Link”) has established this minimum advertised pricing (“MAP”) policy (the “Policy”), effective as of July 15, 2023, which applies to Partners who sell TP-Link products.
The TP-Link brand has built a reputation for cutting-edge and easy-to-use networking and smart home products. TP-Link seeks to maintain, protect and enhance its brand, promote competition in the sale of its products and between its products and competing brands, and maintain a mutually profitable relationship with its Partners.
TP-Link has implemented this Policy to prevent advertised discounting of TP-Link Products that would detract from the value and image of TP-Link Products, harm TP-Link ’s reputation, and impair TP-Link’s ability to compete effectively against other brands selling networking devices and/or smart home devices.
This Policy is a unilateral statement of TP-Link 's preferences concerning the type of account to which TP-Link chooses to distribute its products. It is not the intent or purpose of this Policy to restrict, coerce, force, or reach agreement with a Partner to charge a particular price for any TP-Link product.
Advertised Prices
- The Policy applies to pricing in all advertisements of TP-Link products communicated or offered to the public in any media (print, radio, television and internet) including, but not limited to, paid and unpaid advertisements, catalogs, billboards, fliers, classifieds, internet listings (including, but not limited to, listings on the Partner’s own website, or through any third-party internet marketplace, listing aggregators, or CPA/PPA services, such as Google AdWords), “pop-up” ads, linked videos, blogs, emails, and mailings (“Advertised Prices”).
- Partners cannot advertise prices lower than the MAP prices set out in Exhibit A. Failure to apply the correct MAP will subject Partner to the penalties set out in Section 11.
- This policy does not apply to discontinued TP-Link products, products set aside for sell-off or products designated for discount outlets only.
- Partner may not include TP-Link products in any in-store pick up discounts, site-wide discounts, store-wide discounts, or department or category-wide discounts.
- Nothing in this Policy should be interpreted to prevent Partners from adhering to the promotional schedule set by them and TP-Link.
Sales Prices
- The MAP Policy applies only to Advertised Prices. Partners remain free to set actual sales prices at whatever levels they select.
- Partners may communicate actual sales prices to customers in a variety of ways without violating this Policy. For example, they may: (i) communicate actual sales prices to consumers who contact them directly to request a price via email or phone; (ii) post the prices on the shelf or displayed where the product is displayed in a brick and mortar outlet; (iii) communicate them on a secure “Checkout” or “Cart” page after the user indicates an intent to purchase by adding the item to their cart and beginning the purchase process.
Maintaining and Updating the Policy
- This Policy is subject to unilateral change by TP-Link at any time. TP-Link will only change the Policy in writing. TP-Link does not seek and will not accept any request from a Partner to modify this Policy.
- TP-Link employees and sales representatives will not discuss any alleged or actual violations by another Partner with any Partner or employees, representatives or agents of any Partner.
Non-Compliance and Penalties
- TP-Link will determine unilaterally whether its Partners have violated this Policy and notify the offending Partner of that determination and the resulting enforcement action. If TP-Link determines that a violation has occurred, there is no appeal process.
- To maintain the reputation and value of the TP-Link Brand, TP-Link reserves the right to take the following actions in the event of violations of this Policy:
- A first offense will result in a written warning. Failure to remediate the issue within 2 days will count as another offense.
- A second offense will lead to TP-Link ceasing, delaying or otherwise restricting shipments and/or sales of affected and MAP policy covered TP-Link Products or product lines for a period of 30 days.
- A third offense will lead to TP-Link ceasing, delaying or otherwise restricting shipments and/or sales of affected and MAP policy covered TP-Link Products or product lines for a period of 60 days.
- TP-Link may determine that a Partner with multiple stores or Internet Sites has violated this Policy in only one of its stores or Sites. In such a case, TP-Link may elect to cancel all current orders and/or refuse future orders to all locations or Internet Sites of, or affiliated with, that Partner.
Resale to Unauthorized Entities
Pursuant to this Policy, Partners are also specifically prohibited from selling TP-Link Products to the entities on the exclusion list at Exhibit B.