UltraClear Unilateral Pricing Policy (UPP)

Effective Date: February 1, 2026

1. Purpose

Blue Harvest Brands, Inc. (“Blue Harvest” or “Supplier”) is committed to protecting the value of its brands, supporting fair competition among resellers, and ensuring a consistent consumer experience. To achieve these goals, Supplier has adopted this Unilateral Pricing Policy (“Policy”), which establishes Manufacturer’s Suggested Retail Prices (“MSRP”) and Minimum Advertised Prices (“MAP”) for Blue Harvest Brands products, including but not limited to products bearing the UltraClear trademark.

This Policy is unilateral, non-negotiable, and applies to all authorized resellers, both online and offline for products manufactured or distributed by Supplier and bearing the “UltraClear” brand name. It is published publicly to ensure transparency and consistency. Nothing in this Policy shall be construed as an agreement between Supplier and any reseller regarding resale prices.

2. MSRP and MAP

  • MSRP (Manufacturer’s Suggested Retail Price): The standard reference price established by Supplier.
  • MAP (Minimum Advertised Price): The lowest price at which UltraClear products may be advertised.

Resellers remain entirely free to determine their actual resale prices. This Policy applies only to advertised prices, not to the final transaction price charged to consumers.

The current MSRP and MAP values for each product are published in Appendix A: Product Price List, available online here. Appendix A is the sole source of truth for all MSRP and MAP values. Supplier may update Appendix A as needed, with revisions effective upon publication. 

3. Covered Advertising

This Policy applies to all public advertisements of price, including but not limited to:

Online marketplaces (Amazon, Walmart, eBay, etc.)

  • Reseller websites and mobile apps 
  • Social media, digital ads, and email campaigns
  • Print, catalog, radio, and television advertising 
  • In-store signage, flyers, and promotional materials

Covered advertising includes any direct or indirect representation of price that is visible to the public, regardless of format or platform. Prices visible only after an item is placed in a shopping cart, or disclosed in response to a direct consumer inquiry (“call-for-price”), are not considered advertised prices under this Policy. This Policy applies solely to advertised prices as defined herein and does not restrict actual selling prices or other legitimate business practices

However, Supplier reserves the right to evaluate any pricing practices that may undermine the Policy's effectiveness.

4. Prohibited Practices

The following practices are inconsistent with this Policy:

  • Advertise any UltraClear product below its MAP.Advertise discounts or promotions from MSRP if the resulting price falls below MAP.
  • Bundle UltraClear products with other items in a way that effectively reduces the advertised price below MAP.
  • Employ any tactic intended to circumvent MAP, whether or not specifically listed here.

5. Exceptions

Supplier may authorize exceptions in writing for:

  • Temporary promotions or campaigns.
  • Clearance or liquidation of discontinued products.

 Absent written approval, all advertised prices must comply with this Policy.

6. Enforcement

Supplier maintains unilateral discretion to make decisions regarding its business relationships, including decisions based on a reseller's advertising practices. Supplier will independently and unilaterally monitor advertised prices. Resellers are not expected or authorized to report violations by others

Violations may result in progressive enforcement actions, taken at Supplier’s sole discretion:

  1. First Instance: Written notification regarding advertising practices with opportunity to cure within 48 hours
  2. Second Violation: Written notice with 24 hours to cure; if not cured, suspension of product shipments for 30 days.
  3. Third Violation: Written notice with 24 hours to cure; if not cured, termination of reseller status and supply cut-off.

All cure periods commence immediately upon Supplier's dispatch of written notice, with receipt presumed within one business day of sending. Supplier may provide notice via email to the reseller’s primary contact address on file

Supplier, at its sole discretion, may choose to limit or cease doing business with any reseller at any time.

7. Policy Administration

  • This Policy is unilateral and non-negotiable.
  • No employee, sales representative, or distributor is authorized to modify, interpret, or grant exceptions to this Policy, except as expressly provided in Section 5.
  • Supplier may amend this Policy or Appendix A at any time, with changes effective upon publication.
  • This Policy does not constitute an agreement between Supplier and any reseller regarding prices.
  • Supplier's decisions regarding business relationships are made independently and unilaterally.
  • No discussions between Supplier and any reseller regarding this Policy shall constitute negotiation or modification of its terms.
  • Supplier disclaims any intent to fix, control, or maintain resale prices.

8. Authorized Reseller Definition

An "authorized reseller" is any entity that has entered into a written distribution or reseller agreement with Supplier or purchases products directly from Supplier or an authorized distributor. Authorized reseller status may be revoked at Supplier's sole discretion with or without cause upon 30 days' written notice.

9. Internet and Digital Commerce

9.1 Auction Sites: Products may not be listed on auction platforms (including but not limited to eBay auctions) with starting bids or "Buy It Now" prices below MAP.

9.2 Comparison Shopping: Participation in comparison shopping engines is permitted provided displayed prices comply with MAP requirements.

9.3 Affiliate Marketing: Resellers remain responsible for ensuring that all affiliate partners and third-party advertisers comply with MAP requirements when advertising the reseller's prices.

9.4 Cross-Border Sales: This Policy applies to all advertising visible to consumers in the United States, regardless of the reseller's location or intended shipping destination.

10. Distributor Communications

Authorized distributors may communicate this Policy to their customers and may condition their sales on customer acknowledgment of this Policy's existence. Distributors may not, however:

  • Suggest, encourage, or facilitate customer compliance with this Policy
  • Monitor customer compliance on Supplier's behalf 
  • Report customer violations to Supplier within 48 hours of discovery
  • Condition all future sales on demonstrated compliance with this Policy and maintain records of compliance verification

This Policy governs Supplier's relationship with resellers only. Distributors independently determine their own customer relationships and business terms.