MINIMUM ADVERTISED PRICE POLICY

DripCatch, Inc. (DC) hereby adopts this Minimum Advertised Price (Policy), which is applicable to all authorized DC distributors and resellers (Authorized Sellers) and shall be applicable for a duration of six (6) months starting from May 18, 2012. Prior to expiration, DC shall renew the Policy with or without revisions in DC’s sole discretion and shall notify all affected parties per the terms of this Policy.

In recognition of the worldwide reach of Internet advertising and Print advertising, DC has adopted this Policy in order to promote the inherent quality of the DC branded Product (the Product) due to its innovation and novelty, preserve individual pricing decisions, and maintain a fair business environment for all of our Authorized Sellers. This Policy has been unilaterally adopted and will be enforced strictly and uniformly.

All Authorized Sellers advertising the Product on the Internet or via Print Advertising are subject to this Policy. This Policy shall be incorporated into Authorized Seller’s Distribution or Reseller Agreement by and between DC and Authorized Seller, but shall be independently enforceable. Authorized Seller’s use of DC’s trademarks implies Authorized Seller’s consent to be bound by this MAP Policy.

This Policy is applicable to all Internet and Print advertised prices. An Internet advertised price is defined as the price for a product shown on a web browser search, Authorized Seller home page, content on a webpage within the Authorized Seller’s site or domain or, if the Authorized Seller is conducting e-commerce through a third party site or domain, content on third party sites or domains.

Each Authorized Seller remains free to establish its own resale prices and to sell the Product at any price it chooses. To remain eligible for all program elements and current distributor discount levels and be linked to the DC website, Authorized Sellers may not advertise or otherwise promote the Product sold on the Internet or in Print at a net price that is below the published Minimum Suggested Retail Price (“MSRP”) through the use of broadcast e-mails or placement of ads on any other internet sites, including destination pages and third-party sites such as portal sites, natural or paid search engine listings, social media sites, shopping sites and auction sites, including banner advertisements, and pages that follow upon “click-through”. The MSRP shall be $49.00, exclusive of all state and local taxes.

This Policy does not prohibit a “click for price” feature on a website whereby the actual price for the item being sold may be obtained from or negotiated with Authorized Seller.

The following are examples of MSRP advertising that is compliant and not compliant with this Policy but such examples shall not be considered all inclusive:

Value-add promotions on the Product can be advertised as long as the Product is advertised at MSRP, the MSRP is the only price shown, and the value-add is stated separately in small type below. The below-MSRP price cannot be visible to the customer.

Example A: $49.00 (MSRP)
Compliant -$X DC product value -add (in smaller type)

Example B: $49.00 (MAP)
Not Compliant -$X DC product value-add
Your price $49.00 minus $ X

Shipping and handling incentives may not be used to circumvent the MSRP. Sales incentives can be advertised but not in a way that results in advertising or showing a price for the product that is below MSRP.

Example A: $49.00 (MSRP)
Compliant with Free Shipping & Handling

Example B: $49.00
Not Compliant plus $25.00 Shipping & Handling
Your price $74.00

Discounts on the Product given in a percentage and/or together with statements such as, “We will match all competitive pricing”, “Everything on the website” or “DC Product on the website” are allowed provided that the Product is advertised at MSRP and the MSRP is the only price shown for that product. The below MSRP price cannot be visible to the customer.

Product promotions with a price lower than MSRP price shall not be considered a violation of this Policy given they are advertised in conjunction with DC promotional initiatives.

Authorized Seller shall promptly correct any violations which DC notifies Authorized Seller about within twenty four (24) hours of such notice. Failure to do so may be considered a violation of this Policy and Authorized Seller’s Distribution or Reseller Agreement. In the event that Authorized Seller fails to abide by this Policy, DC shall provide non-compliant Seller with a Notice of Violation and forty eight (48) hours to remedy the Policy violation. Any failure, whatsoever, to remedy the violation within forty eight hours (48) hours shall result in Seller’s restriction to purchase the Product, without any DC liability, for a period of six (6) months. All matters of interpretation and application of the terms of this Policy shall remain within the sole discretion of DC.

Advertising compliance is required for marketplace consistency to end-users. Product identification must contain the proper description, model number, and MSRP if the Authorized Reseller wishes to include a price term in its Internet advertising. Authorized Seller’s “own” part numbers are acceptable if they are consistent with DC product specifications and MSRP. Authorized Sellers may not circumvent this Policy by implementing their own part numbers or part numbering schemes.

DC reserves the right at any time to: a) change the prices of products subject to this Policy; and b) change the terms and conditions of this Policy.

DC will not discuss any conditions of acceptance related to this Policy, as it is non-negotiable and will not be altered for any Authorizer Seller. In addition, DC neither solicits, nor will it accept, any assurance of compliance with this Policy. Nothing in this Policy shall constitute an agreement between DC and any Authorized Seller that the Authorizer Seller will comply with this Policy. DC sales personnel have no authority to modify or grant exceptions to this Policy.

This policy will be governed and construed in accordance with the laws of the State of Washington, excluding its conflict of laws rules.

Authorized Sellers shall be in compliance with this Policy by May 18, 2012.

All questions regarding the Interpretation of this Policy must be directed to info@dripcatch.com or Alexandra Abraham at 253.225.6742.