Unilateral Minimum Advertised Price Policy

Effective Date: January 1, 2020

1.1 This MAP Policy applies only to prices appearing in Advertising of Covered Products on and after the Effective Date. We do not require Sellers to conduct Advertising or display prices in Advertising that they choose to conduct.

1.2 We may modify or repeal this MAP Policy and the corresponding MSRP of Covered Products in our sole discretion at any time. As frequently as we want in our sole discretion, we may (i) change the SKU designation; (ii) change materials, specifications, production methods, designs, styles, packaging, or labels of Covered Products; (iii) modify the MSRP of any or all SKUs; (iv) change the TSW Trademarks that we use to identify Covered Products; (v) discontinue the production of Covered Products; (vi) increase or reduce the total number of Covered Products in production at any time; or (vii) increase or reduce the total number of Covered Products that we will make available for sale to Sellers. Changes will either be posted on the TSW Website or Sellers will be notified about changes through a TSW Notice. All changes are effective immediately unless the TSW Notice states a later effective date.

1.3 A Seller violates this MAP Policy (i) by selling Covered Products to a Downstream Reseller who is on the Do-Not-Sell list at the time of sale; or (ii) if its Downstream Reseller sells Covered Products in a manner that violates this MAP Policy.

2.1 We identify Covered Products on the TSW Website and may modify the list of Covered Products at any time in our sole discretion by adding or deleting Covered Products or by changing parts or other identifying information. We assign each Covered Product a SKU and the TSW Website identifies the MSRP for each SKU. We may, without prior notice, make changes in materials, specifications, product design, part numbers, SKU designation, packaging, labels or other identifying information without incurring any obligation to any Seller for any previously offered or sold Covered Products. We unilaterally determine which Covered Products to offer to a specific Seller and may change availability authorizations at any time.

2.2 On and after the Effective Date, the MAP appearing in Advertising of any Covered Product may not be more than 20% below the then-current corresponding MSRP for the SKU appearing on the TSW Website.

2.3 This MAP Policy applies to the shopping cart page and to all other pages in the check-out process that come before the page on which a customer enters its credit card, debit card or other personally identifiable information. Once a customer enters personally identifiable information in the check-out process, the customer indicates its intention to purchase the Covered Products in the shopping cart. Unless and until this happens, the Retailer may not show a customer prices for Covered Products below the corresponding MAP. A Retailer violates this MAP Policy by displaying prices for Covered Products below the corresponding MAP on a shopping cart page or on any other pages appearing earlier in the check-out process before the customer enters its personally identifiable information. Example: a Retailer violates this MAP Policy by offering customers 5% off all merchandise with the code “RACETRACK” if a customer can enter this code and see a price for Covered Products below the corresponding MAP before the page in the checkout process where the customer enters its personally identifiable information.

2.4 In determining compliance with this MAP Policy, we consider all price discounts, coupons, and rebates that a Seller offers in promoting Covered Products in Advertising. For example:

2.4.1 If Advertising of Covered Products features “purchase with purchase,” “buy one, get one free or at a discounted price,” “buy more to save more,” or equivalent type of incentive, we define the effective advertised price to be equal to the price shown in the Advertising less the retail value of the redemption or promotion. We, alone, determine the amount of the retail value deduction to attribute to the redemption or promotion.

2.4.2 Use of terminology such as “entire stock (or department) 15% off” is subject to this MAP Policy if Advertising refers to or displays a picture of any Covered Products or the TSW Trademarks.

2.4.3 This MAP Policy applies to Advertising that promotes storewide or website wide sales, annual or semiannual sales, and excess stock if the Advertising displays Covered Products or refers to the TSW Trademarks.

2.5 If Advertising features 0% tax, we define the effective advertised price to be equal to the price shown in the Advertising of the Covered Product by SKU less the actual value of the cost savings to the customer. Therefore, for example, if the MAP for a Covered Product is $450 and Advertising features the Covered Product for sale at the MAP and 0% tax, the effective advertised price is below the MAP and therefore violates this MAP Policy.

2.6 If Advertising features a gift with purchase, we define the effective advertised price to be equal to the price shown in the Advertising of the Covered Product by SKU less the fair market value of the free gift. Therefore, for example, if the MAP for a Covered Product is $450 and Advertising features the Covered Product for sale at the MAP with a $100 gift card, the effective advertised price is below the MAP and therefore violates this MAP Policy.

2.7 We forbid any type of “buy one Covered Product and get the second one for free” offer whether the bundle involves two or more of the same or different Covered Products.

2.8 This MAP Policy also applies to any activity that we determine, in our sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for “group purchases” and the like.

2.9 This Policy does not apply to the following (exceptions):

2.9.1 Electronic mail sent in direct response to a specific customer inquiry.

2.9.2 Points or other accrued benefits that may be used by a customer under a retailer loyalty or similar type of rewards program toward the purchase of Covered Products if the Advertising does not refer to or display a picture of Covered Products. We disregard the value of the points or other accrued benefits in determining if the Advertising complies with this MAP Policy.

2.9.3 Advertising featuring Covered Products that we identify on the TSW Website as discontinued and no longer in production.

2.10 This MAP Policy does not address, restrict or limit the actual prices at which a Seller chooses to sell Covered Products to its customers. This MAP Policy is not a solicitation or request on our part for any form of agreement from a Seller pertaining to the actual price at which the Seller sells Covered Products. We have not in the past, and will not now or in the future, ask a Seller to enter into any mutual agreement or understanding with us, formal or informal, oral or written, which asks the Seller to give up its right to set its own prices for Covered Products or any other goods or services independently.

2.11 It is the responsibility of all Sellers to ask their customer if the customer is purchasing Covered Products for the customer’s own use or for resale in order to identify if their customer is a Downstream Reseller. Sellers that purchase Covered Products and sell them to a Downstream Reseller must provide the Downstream Reseller with a copy of our MAP Policy or alert the Downstream Reseller to the existence of this MAP Policy by providing them with a link to the TSW Website where this MAP Policy may be posted. When a Seller sells Covered Products to a Downstream Reseller, the Seller must inform the Downstream Reseller that it is the Downstream Reseller’s responsibility to monitor the TSW Website for changes in the list of Covered Products, MAPs and this MAP Policy and to review all aspects of their business practices to ensure compliance with this MAP Policy.

3.1 This MAP Policy is an internal Policy that we will unilaterally enforce in our sole discretion.

3.2 In the event of a Seller’s first offense during any 12-month period, we will issue a written notice of violation to the offending Seller. We may treat this violation as a second offense if the violation continues uncorrected for longer than 48 hours after we first give written notice of the violation.

3.3 In the event of a Seller’s second offense during any 12-month period, whether or not the violation pertains to the same or different Covered Products as the first violation during the same 12-month period, we may reduce the discount off of MSRP at which we will sell Covered Products to the Seller by 5%.

3.4 If the violation continues uncorrected for longer than 14 days after the price increase, we may reduce the discount off of MSRP at which we will sell Covered Products to the Seller by 10%.

3.5 If, the violation continues uncorrected for longer than 14 days after we reduce the wholesale price by 10%, we may stop shipping Covered Products to the Seller for a period of time that we decide is appropriate and place the Seller on our “Do-Not-Sell” list. In our sole discretion, we may block new orders indefinitely.

3.6 If more than 12 months elapse without our issuing a notice of violation to a Seller, we will treat any new violation of this MAP Policy by the Seller as a first offense, whether or not the new violation pertains to the same or different Covered Products as a prior violation.

3.7 When we refer to issuing written notice of violation, we mean that we will give a Seller a TSW Notice that identifies and explains the consequences of the violation.

3.8 We do not represent that we will impose a penalty for every violation or impose identical penalties for the same violation by different Sellers or Downstream Resellers: these matters are in our sole discretion. We alone will determine if a decision to place a Seller or Downstream Reseller on the “Do-Not-Sell” list is permanent or for a specific timeframe.

4.1 We will communicate all changes to Covered Products and MSRPs through updates to the TSW Website or in a TSW Notice to a Seller, in each case stating the effective date of the modification. This policy does not apply to actual sales prices.

4.2 It is the responsibility of every Seller to monitor the TSW Website for changes in the list of Covered Products, MSRPs and this MAP Policy and to review all aspects of their business practices to ensure compliance with this MAP Policy. A Seller is solely responsible for ensuring that all search engines with which it affiliates comply with this MAP Policy.

4.3 The manner or means by which a Seller places an order for Covered Products (whether by communicating their order by email, fax, through one of our independent sales representatives or internal sales personnel or by placing an order through a portal on the TSW Website) has no bearing whatsoever on whether this MAP Policy applies to the Seller.

4.4 This MAP Policy forbids the use of phrases like “e-mail for lower price,” “click on” or “click through” buttons, or any similar buttons or automated price quotation features in Advertising on a website and comparable phrases in Advertising that indicate or imply that a lower price may be found in an online shopping cart. Examples of forbidden phrases include: “click here for lower price;” “See Price in Cart;” “Log-in for price;” “Add to Cart for Lower Price;” “Check Cart for Lower Price;” or the equivalent.

4.5 Website features such as automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, and an automatic price display for Covered Products that display a price below the corresponding MAP are considered to be communications initiated by the Seller (not the customer) and constitute Advertising under this MAP Policy.

4.6 A Seller may communicate actual prices below the applicable MAP to the intended purchaser of Covered Products through a private email response directed to the intended purchaser, on a webpage where the intended purchaser has entered encrypted personal identifiable information, or by comparable private means of communications that cannot be seen by web crawlers or persons besides the intended purchaser. A Seller may also communicate actual prices by a live private phone call with the intended purchaser. It is a violation of this MAP Policy to directly or indirectly provide actual prices through an automated or pre-recorded phone message or comparable means that does not involve a live private conversation with the intended purchaser.

4.7 This MAP Policy applies to all Advertising on the Internet whether it appears on the Seller’s website or a third party’s website.

5.1 It is not a violation of this MAP Policy for a Seller to advertise in general that the Seller has “the lowest prices” or “will match or beat” its competitors’ prices, or use similar phrases if the Advertising does not display an advertised price below the applicable MAP and otherwise complies with this MAP Policy.

5.2 Advertising may not contain any misleading, improper, inappropriate or unauthorized statements, photographs, artwork, descriptions or other material or information about Covered Products. Advertising must appropriately use the TSW Trademarks in the exact format that we require including displaying any registration symbols that we direct. All Sellers must clearly identify themselves in all Advertising as the seller and not do anything that suggests or implies that they acting as our agent.

5.3 All Sellers must conduct Advertising and the sale of Covered Products in a dignified and professional manner and in compliance with all applicable laws including, without limitation, privacy laws. All Advertising must represent Covered Products in a positive manner and fairly represent the qualities, features and warranty conditions of Covered Products as we present or describe them in a TSW Notice or other communications.

6.1 We monitor prices in Advertising of Covered Products directly and through the use of third parties watch firms and mystery shoppers. Sellers are expected to cooperate fully with any investigations that we conduct regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a MAP Policy investigation is a violation of this MAP Policy.

6.2 When we identify or learn about any company, individual or website address that is selling Covered Products in violation of this MAP Policy, we may add them to the “Do-Not-Sell” list that we maintain in addition to imposing the other consequences described in this MAP Policy. We will notify you of updates to the “Do-Not-Sell” list through a TSW Notice.

6.3 A Seller violates this MAP Policy by selling or distributing Covered Products to any Downstream Reseller or to any business or person on the Do-Not-Sell list. You are responsible for monitoring changes in the Do-Not-Sell list and reviewing your business practices to ensure compliance with the then-current “Do-Not-Sell” restrictions.

7.1 As a general matter, we reserve the right at any time in our sole discretion to deal or decline to deal with any Seller, to accept all or part of any order, to cancel orders, and to terminate an account agreement as a whole.

7.2 We may choose to excuse a Seller from this MAP Policy or from parts of it. We will not discuss these decisions with you.

7.3 This MAP Policy is in addition to, and does not supersede or limit in any respect any other terms or conditions of sale applicable to Covered Products.

7.4 This MAP Policy is not a contract nor is it an offer to form a contract. We do not seek your agreement to comply with this MAP Policy or assurance that you accept this Policy. We will not amend, waive or negotiate any terms in this MAP Policy.

7.5 We will not discuss our decisions relating to the enforcement of this MAP Policy or negotiate the terms of our decisions with any Seller. No external complaints or reports are desired nor will they be used by us as a basis for enforcing this MAP Policy.

7.6 If a Seller has any questions about this MAP Policy, the questions should be sent by email to the attention of the MAP Policy administrator at administrator MAPPolicyAdministrator@tsw.com.

8.1 “Advertising” refers to any digital, electronic, visual, audio or printed communication intended to solicit sales of Covered Products in any form of public media including, without limitation, signs, coupons, mailers, newspapers, catalogs, websites, social media sites, “apps,” or other digital or electronic media. For the sake of clarity, “Advertising” includes signs that display prices whether posted inside a Seller’s store or place of business and observable only by customers who physically enter the place of business or are visible from outside the store or place of business. However, Advertising excludes barcodes or other markings that display the actual price and are attached to Covered Products.

8.2 “Covered Products” are all current models of products identified by any of the TSW Trademarks, which we may revise at any time.

8.3 “Downstream Reseller” means a person or business entity that buys Covered Products for resale from a Seller.

8.4 “Do-Not-Sell List” means a TSW Notice that designates the name of a Seller whose authority to sell Covered Products has been revoked by us.

8.5 “Effective Date” is the date of this Map Policy appearing on page 1.

8.6 “MAP” means the minimum advertised price of a Covered Product that we alone determine and identify in a TSW Notice.

8.7 “MAP Policy” means this or any later version of this bulletin.

8.8 “MSRP” means manufacturer’s suggested retail price.

8.9 “Seller” means a person or business entity that buys Covered Products directly from us for resale to consumers for their actual use and enjoyment and not for resale.

8.10 “SKU” refers to the separate stock keeping number that we assign to each model of each Covered Product and use for inventory tracking purposes.

8.11 “TSW Notice” means any notice that we give in written or electronic form. For example, an TSW Notice includes content that we may post about this MAP Policy on the www.tsw.com website or send via email or that a third party monitoring service sends to you on our behalf.

8.12 “TSW Trademarks” mean, collectively, any words, designs, logos or other types of commercial symbols that we own or license and use to identify TSW or Covered Products.

8.13 “TSW Website” refers specifically to http://www.tsw.com where we provide general information about our company and product lines, communicate information to Sellers, and communicate information to the general public and purchasers of Covered Products regarding our policies and programs.