1. Resellers shall not advertise MUSA at prices below the Minimum Advertised Price (MAP) set forth by MUSA, and as reflected in the applicable UPG. A price advertised one cent below the MAP is considered non-acquiescence. MUSA reserves the right from time to time to alter, modify, suspend, or cancel this UPP, the products covered and/or the MAP, in its sole and absolute discretion at any time. MUSA is the sole arbiter of such decisions and reserves the right to make any such decision unilaterally.
2. The UPP applies to all advertised prices for the products. The UPP is not, and is not intended to be, an agreement or understanding of any kind, express or implied, regarding the price at which the reseller may sell the products. The UPP applies to all advertised prices for the products. No officer, employee, representative or agent of MUSA has authority to:
   • Enter into any agreement or understanding with respect to the price at which the reseller sells the products.
   • Coerce or otherwise force the reseller to price the products at any level other than that unilaterally determined by the reseller.

   MUSA will not discuss conditions of acceptance related to this policy. This policy is non-negotiable and will not be altered, modified, or amended by any reseller.

3. The UPP applies to all advertisements and marketing of Products in all media, including and without limitation: newspapers, direct mail flyers or circulars, catalogs, television, radio, online/electronic media, and all other media. The UPP does not apply to in-store banners, displays, or price tags or other in-store advertising that is not distributed externally to end-users. The UPP, however, prohibits the use of phrases or graphical representations that are intended to suggest, or that would allow an end-user to infer that a lower price than the MAP may apply.

Acts in acquiescence with this UPP:

• a) Offering free shipping or financing on product(s) shall constitute acquiescence with the UPP.
• b) Offering a gift card, redeemable for value on a future purchase, along with the purchase of product(s) shall constitute acquiescence with the UPP.

Acts NOT in acquiescence with this UPP:

• a) Website features such as “click for price,” “see price in cart,” “add to cart for best price,” automated “bounce-back” pricing emails, pre-formatted email 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 End-User), constitute advertisements and shall not constitute acquiescence with the UPP.
• b) Any statement or language that allows a recalculation of the advertised price to be made, such as “20% off prices shown everyday” or “call for $50 off this price,” shall not constitute acquiescence with this UPP if such recalculated advertised price is below the MAP for that Product unless the statement or language is pursuant to a MUSA-sponsored promotional pricing reflected in a Promotional UPG.
• c) Including free or otherwise discounted products (whether MUSA products or another’s products) along with the sale of products shall not constitute acquiescence with this UPP if such inclusion has the effect of discounting the advertised price of the product below the MAP that Product.
• d) Combining one or more product(s) with any other product to advertise a sales price lower than the combined price of what the two (2) or more products could be purchased independently of each other, shall not constitute acquiescence with this UPP.
• e) Advertising and offering non-MUSA issued rebates (in any form) on product(s) shall not constitute acquiescence with the UPP.

4. If MUSA determines that any reseller has violated this UPP, then MUSA may, within its sole discretion and without assuming any liability, cancel pending orders and may indefinitely refuse to accept new orders for Products.
5. MUSA may engage in monitoring of advertised prices for the Products sales in all channels, either directly or via the use of third parties. Third parties retained by MUSA may engage in the monitoring of product sales by the resellers to verify that the terms of this UPP are being enforced.
6. Any questions regarding the UPP should be directed in writing via e-mail to: BrandProtection@meprolight.us