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WINSTON PRODUCTS, LLC

MINIMUM ADVERTISED PRICING POLICY

Establishment of MAP Policy

Effective immediately, Winston Products, LLC and all subsidiaries of Winston Products (including, but not limited to, SmartStraps®, TowSmart®, CargoSmart®, SWOPT®, HydroTech®, Flat Cat® and Flat Cat CBD®) (collectively, “the Company”) independently and unilaterally establishes this Minimum Advertised Pricing Policy (this “MAP Policy”) setting the MAP Prices (as defined below) for each of the Company’s products (collectively, the “Products,” and each a “Product”), which shall apply to all resellers that sell the Products and all forms of reseller advertising and media, including, without limitation, the internet and any other electronic network (collectively, “Resellers,” and each a “Reseller”). This MAP Policy completely amends and restates any minimum advertised policy previously established by Company.

MAP Prices

 “MAP Prices” means the Manufacturer’s Suggested Retail Prices listed on the Company’s applicable website or the price lists issued by the Company, as the same may be modified from time to time by the Company in its sole discretion.

Resale Prices not Controlled

This MAP Policy is not, nor is it to be construed as, an attempt by Company to set resale prices, nor is it an agreement, between Company and any Reseller or other party.

Resellers are Responsible for Compliance

Company will not accept any assurances of compliance with the MAP from any Reseller. Each Reseller must independently choose whether to comply with the terms of this MAP Policy.

Not Negotiable

The MAP is not negotiable and will not be altered for any individual Reseller.

Purpose of MAP Policy

An important part of growing a high-quality brand is maintaining price points that reflect the true value of the Products.  Therefore, Company has implemented this MAP Policy which is designed to:

  1. prevent erosion of the perceived value of the Products; and
  2. maintain sufficient profit margins so retailers can provide the shopping experience and service customers expect.

Advertising and promotional activities play a critical role in establishing the image and reputation of Company’s brands.  This MAP Policy is designed to ensure that all Product advertising focuses on features, benefits, guarantees, and quality.  This advertising is essential to ensure that consumers perceive an appropriate value for the Products. Company believes that this MAP Policy will establish long-term value of Company’s brands in the minds of its consumers.

Application of MAP Policy

  1. This MAP Policy shall apply to all of the Products and may be adjusted from time to time by Company at is sole discretion.
  2. This MAP Policy applies equally to all of Company’s direct Resellers as well as those who purchase Products through any distributor of Products. Resellers who resell Products to third party internet sellers are required to inform the third party internet seller of this MAP Policy.
  3. This MAP Policy applies to all forms of advertisements, posters, media sites, apps, or any other electronic media as well as prints advertisements, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage regarding Products.
  4. Website features such as “click for 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 Reseller (rather than the customer), and thereby constitute “advertising” under this MAP Policy.
  5. Sale of Products on any internet site (Ebay, Ebid, etc.) is a violation of this MAP Policy and is not permitted.
  6. Sale of Products on any third-party e-commerce platform (Alibaba, Amazon, buy.com, Jet.com, Newegg, Overstock, Rakuten, Sears, Wal-Mart, etc.) is not permitted without prior written approval of Company.
  7. Advertising the bundling or inclusion of a free or discounted product (whether supplied by Company or another manufacturer) with a Product is a violation of this MAP Policy and is not permitted.
  8. This MAP Policy also applies to any activity which Company determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy.

Exceptions

  1. This MAP Policy does not apply to purchase pages or any “check-out page” of any Reseller’s website or related internet site (i.e., the page on which the consumer actually completes the purchase of the Product).
  2. This MAP Policy applies only to advertised prices and does not apply to the price at which the Products are actually sold or offered for sale to an individual consumer. Further, this MAP Policy does preclude Resellers from advertising the availability of non-Product specific coupons for lower sales at checkout.
  3. This MAP Policy does not in any way limit the ability of any Reseller to advertise that “they have the lowest prices” or they “will meet or beat any competitor’s price,” that the consumer should “call for a price” or to use similar phrases as long as the price advertised or listed for Products is not less than the applicable MAP Prices.
  4. This MAP Policy does not establish maximum advertised prices at which Products may be sold. Resellers may advertise Products at any price in excess of the applicable MAP Price.
  5. This MAP Policy does not apply to solely on premise or in-store advertising that is not distributed to customers.

Violation of MAP Policy

Resellers who violate this MAP Policy will be subject to loss of their eligibility to purchase the Products. In the event there is a violation of this MAP Policy, Company will take the following actions:

First violation – Should a Reseller violate this MAP Policy and not correct the violation within 24 hours after being notified of the violation in writing by Company, Reseller will be suspended from acquiring Products for thirty (30) days.

Second violation- Should a Reseller commit a second violation; Reseller shall be suspended from acquiring Products for one hundred twenty (120) days.

Third violation- Should a Reseller commit a third violation, (i) Reseller shall be suspended from acquiring Products for one (1) year, after which time Reseller must apply to purchase Products; and (ii) all unpaid balances outstanding to Company at the time of violation shall immediately become due and payable.

MAP Policy Created Unilaterally by Company

This MAP Policy is created independently and unilaterally by Company, without any involvement of any Reseller or other third party.

Modification, Suspension or Discontinuance of MAP Policy

From time to time, Company may implement promotions for Products covered by this MAP Policy.  Company further reserves the right to modify, suspend or discontinue this MAP Policy in any manner and at any time, in its sole and absolute discretion.  Without limiting the generality of the foregoing, Company shall allow 30 days after the MAP Prices are increased for those increases to be incorporated into Reseller’s advertising before it will be deemed a violation of this MAP Policy.

No employee or sales representative of Company has any authority to discuss or modify this MAP Policy and any action of any person, which claims to modify this MAP Policy or to solicit or obtain the agreement of any person to this MAP Policy, is unauthorized and invalid.  No oral communications about this MAP Policy are authorized.