Advertising Policy

Lennox Signature Collection Products

Lennox Industries Inc. (“Lennox”) is a leading manufacturer of heating, ventilation and air conditioning (“HVAC”) products. Lennox makes a significant investment in a consistent brand image, emphasizing both high quality and performance. Lennox expects that the advertising or promotional activities of its independent, third party dealers (“Dealers”) through traditional or online media will not diminish the value of the Lennox brands.

Effective August 1, 2016 (the “Effective Date”), Lennox has established a new advertising policy (the “Policy”) for Dave Lennox Signature Collection (“DLSC”) products, which prohibits any advertising or marketing that may adversely diminish, detract, and/or damage the value of those products. This Policy has been established to enhance our existing efforts, to protect the legacy of Lennox and to share the benefits of that legacy with Dealers.

This Policy is a unilateral policy upon which Lennox is willing to supply DLSC products. It is not a contract, nor is Lennox seeking any retailer’s agreement with our Policy. Lennox sales personnel have no authority to modify or grant exceptions to the Policy. This Policy operates as follows:

SCOPE OF POLICY

1. The Policy applies only to advertised prices and does not apply to the price at which DLSC products are actually sold or offered for sale. Dealers remain free to sell DLSC products at any prices they choose.
2. The Policy applies to all advertisements for DLSC products in any and all media, including, without limitations, newspapers, magazines, catalogs, public signage, other print media, television, radio, e-mail, Internet websites, e-commerce, social networks, or any other electronic media.

COVERED PRODUCTS

1. The Policy applies to all online advertising and promotion of DLSC products in the United States. The terms and conditions of this Policy do not apply to retail sales of DLSC products to consumers outside the United States.
2. Certain products may be added or dropped from this Policy at Lennox’s sole determination. Lennox will provide Dealers with notice before a product item is dropped from the Policy.
3. From time to time, Lennox may choose to offer special promotions on certain DLSC products. In such an event, Lennox reserves the right to modify or suspend the Policy in whole or in part by notifying Dealers of the duration and nature of the change.

ADVERTISING PRICES

1. Dealers cannot indicate pricing for DLSC products in any advertisements.
2. The listing of a price to a customer, including as a part of a quote, proposal, or on an internet sales channel (for example, the “list price,” “shopping cart” price or “check out” price), is not considered advertising by a Dealer and is not subject to this Policy. -2-
3. Online advertising or any advertising that uses the internet to deliver promotional marketing messages to consumers, including email marketing, search engine marketing, social media marketing, display advertising, web banner advertising, and mobile advertising, is considered advertising and subject to the terms and conditions of this Policy.
4. Dealers may advertise generally that “they have the lowest prices” or use other phrases of similar meaning without violating this Policy. It shall not be a violation of this Policy to advertise that a customer may “call for price” or “email for price,” or to use similar language, so long as no price is listed. Additionally, it shall not be a violation of this Policy to advertise specific rebates or other discounts, so long as the advertisement does not indicate pricing for DLSC products.
5. This Policy does not apply to in-store displays, in-store banners, or in-store price markings.

CONDITIONS AND ENFORCEMENT

1. In order to receive cooperative advertising funds, Dealers must fully comply with this Policy.
2. Compliance with this Policy will be unilaterally monitored by Lennox. Notices of noncompliance will be sent upon Lennox becoming aware of such non-compliance. A second non-compliance event within 24 months after the initial notice will automatically disqualify a Dealer from receiving cooperative advertising funds for 90 days. Any further Policy violations within 24 months after the initial notice will result in Lennox unilaterally terminating its marketing agreement with the Dealer.
3. Lennox considers repeated violations of this Policy to be inconsistent with its brand image and market strategy. Accordingly, in such cases, Lennox may, at its sole discretion, take any additional action necessary to protect its brand image, including without limitation unilaterally ceasing its business relationship with such Dealer.
4. Any advertising for DLSC products in place or agreed to in writing on or before the Effective Date of this Policy, will not be considered in violation of this Policy.

POLICY ADMINISTRATION

1. This Policy shall be unilaterally administered by Lennox and shall be effective only in the United States. There are no third-party beneficiary rights to this Policy.
2. Each Dealer is free to independently decide whether or not to follow this Policy. Lennox does not ask for, nor will it accept any assurance of compliance or agreement from a Dealer regarding the Policy nor will Lennox discuss any conditions on acceptance related to the Policy. A Dealer advertisement that is consistent with the Policy is not communicating acceptance or agreement to comply with the Policy.
3. The Policy is subject to revision by Lennox in its sole discretion at any time. Lennox will provide notice of changes to the Policy on www.LennoxPros.com, and copies of the current version of the Policy will be available upon request by Dealer