Last Updated: April 6, 2019
NextCom LLC and its subsidiaries ("NextComputing," "we," or "us") manufacture and sell hardware devices such as Livestream® professional hardware (collectively, "Products"). This NextComputing distributor Policy (the "Policy") applies to entities that sell our Products to end user customers (each such selling entity, a "distributor") and is intended to protect NextComputing's reputation and to create a fair resale environment for the Products.
Distributors are free to set the retail prices of the Products they sell. NextComputing maintains a manufacturer's suggested retail price ("MSRP") for each Product. The MSRP is equal to the Product's non-discounted price as stated on NextComputing's owned-and-operated websites. NextComputing also maintains a minimum/maximum advertised price ("MAP") for each Product. The MAP is equal to the current MSRP.
2. Minimum/Maximum Advertised Price
2.1. MAP Policy. If a distributor wishes to advertise a Product, it must display the MAP or no price in any advertisement. If NextComputing authorizes a discount, provides a rebate, or offers a Product at a discount on its owned-and-operated websites, a distributor may advertise the Product at the discounted price, but only for the period of the discount and with the conditions attached to the discount (if any), which must be disclosed in the advertisement.
2.2. Advertisement. The term "advertisement" shall be construed broadly and includes any brochure, pamphlet, flyer, mailer, catalog, advertisement in any media (e.g., print, billboard, radio, television, Internet (including display, video, and search ads), etc.), email, signage, and trade show collateral.
2.3. Permitted Practices. NextComputing's MAP policy does not prohibit sales above or below MAP prices ("non-MAP prices") and will not be construed in a manner that restricts a distributor's ability to set retail prices. For avoidance of doubt:
2.3.1. Brick-and-mortar sales: Non-MAP prices may be displayed inside a physical retail store, including on displays, on packaging, and at the point of purchase, but not on the store's exterior or the area outside the store.
2.3.2. E-commerce: A retail website must show the MAP or no price until the customer has indicated clear interest in purchasing the specific Product, at which point the non-MAP price may be shown (e.g., a button stating "click here to reveal current price").
2.3.3. Generic Advertising Claims: NextComputing's MAP policy does not prohibit generic copy such as "great deals" or "low prices," provided that the advertisement does not state or suggest that a specific Product may be purchased at non-MAP prices.
3. Channel Sales Restrictions.
3.1. Territory. distributors may only sell Products to customers within their geographic territory.
3.2. End User Sales Only. Except as expressly authorized by NextComputing in writing, distributors must sell Products directly to end user customers only and not to other distributors.
3.3. No Third Party Online Marketplaces. Except as expressly authorized by NextComputing in writing, if a distributor wishes to sell Products online, it must do so through its owned-and-operated websites only; it may not sell Products through any third party online marketplace, such as Amazon or eBay, or any other similar online service.
4. Intellectual Property
Distributors must obtain NextComputing's prior written approval to use its trademarks and advertising creative in any Product advertisements. NextComputing may provide pre-approved advertisements and related collateral. So long as the distributor complies with this Policy and any other brand guidelines that NextComputing may provide, the distributor may use such materials (without modification) in advertising the Products.
5. Legal Compliance
Distributors must comply with all applicable laws in selling and advertising the Products. Among other things:
- Don't make false or misleading claims or engage in deceptive sales tactics.
- If you email customers, comply with CAN-SPAM (and other similar laws).
- Use known and trusted checkout vendors only and ensure that credit card transactions flow through a PCI-compliant payment stack (i.e., one in which credit card numbers are not collected by the merchant).
- Ensure that customer information (such as name and shipping address) is stored securely, used and shared for order fulfilment purposes only, and deleted when no longer needed for a legitimate business purpose.
6.1 Distributors that fail to comply with any term of this Policy (including the MAP policy and channel sales restrictions) are not eligible to receive funds or reimbursement for advertising and may not use NextComputing's intellectual property to advertise the Products. In addition, NextComputing reserves the right to suspend or delay shipments of Products or cease supplying distributors who are repeatedly out of compliance.
6.2 Distributors may not circumvent any term of this Policy through any means; we will interpret this Policy in a manner that adheres to the spirit of the restrictions. No failure or delay by NextComputing shall be deemed a waiver of any right. NextComputing reserves the right to suspend or modify this Policy at any time.