MAP POLICY

To protect our investment in our authorized dealers, distributors, and resellers, and to protect the reputation of our Brands, Todson Inc. (“Todson”) has adopted this Minimum Advertised Price Policy (“MAP Policy”) for all its Brands (Topeak, Onguard, Velox, Elite, and Hutchinson) with respect to any advertisement of “MAP Products” (as defined below).

All retailers should understand that Todson has the right to select and manage its distribution network and strategy. Changes to its distribution network may occur at any time. The existence of a vendor-retailer relationship must be a mutually beneficial relationship. This MAP Policy, as well as our Distribution Guidelines and E-Commerce Policy, are a few of the many considerations given by Todson to the continuation of Todson’s vendor-retailer relationships.

This is a unilateral policy implemented and enforced by Todson in its sole discretion. Todson will not communicate with any dealer or reseller regarding any other dealer’s or reseller’s advertising practices for MAP Products, nor discuss its decisions regarding MAP issues. Interpretation and application of this MAP Policy shall be made exclusively by Todson in its sole discretion.

Todson will maintain an updated Price List and Program of those products that fall within this MAP Policy (“MAP Products”). Todson reserves the right to update or modify this list of MAP Products and associated prices at any time.

All MAP Products will have a MAP retail price or Manufacturer’s Suggested Retail Price (MSRP). All products that do not have a specific MAP use MSRP as the MAP retail price for purposes of this Policy.

No price lower than the MAP retail price may be used in advertising. This policy pertains to all advertisements in any electronic or physical media, including, but not limited to, prices displayed on retailer websites, internet advertising such as banner ads or pop-up ads, Facebook ads, Instagram ads, YouTube videos, emails, newspaper and magazine advertisements, posters, coupons, inserts, mailers, catalogs, radio or television advertising, public signage, and any other communication that can be viewed or heard without entering a retail store. This MAP policy does not apply to in-store advertising displays.

This policy is not intended to restrict, limit, control, influence, or determine the price at which any authorized dealer, distributor, or reseller may sell or offer to MAP Products to individual customers. Every Todson authorized dealer, distributor or reseller remains free to independently establish its own retail prices of Todson’s products, including MAP Products. This MAP Policy applies to “advertised price” only, and applies equally to all authorized dealers, distributors and resellers of Todson’s products. Todson may at any time in its sole discretion revise any commercial terms of sale applicable to Todson’s products, including list price, suggested retail price, and minimum advertised price.

In addition to compliance with the minimum advertised price restrictions applicable to MAP Products, all advertisements of Todson’s products must conform to the Todson product advertising guidelines as in effect from time to time. Todson reserves the right to approve or disapprove any advertising or other means of consumer information that solicits interest in its products.

The following are additional, but not an exhaustive list, of restrictions that will be deemed a violation of this MAP Policy:
• Use of advertising phrases which, in Todson’s reasonable discretion, communicate non-compliance with this MAP Policy is a violation of this MAP Policy, such as “click for price”, “mouse over for price”, “see price in-cart”, “add to-cart” button, or any other method on a website intended to solicit potential customers to put the product in a cart that ultimately displays a price lower than the minimum advertised price.
• Any rebate associated with a MAP Product advertisement whether payable at point of sale or after the fact, shall be a violation of this MAP Policy. The sole exception to this is a rebate payable directly by Todson to the end-consumer.
• Todson products may not be bundled for sale with any other Todson product or the product(s) of any other manufacturer. Any additional advertised offer that adds or purports to add value to the sale of a MAP Product will be a violation of this MAP Policy.
• Any posting or advertisement to sell new MAP Products through the use of any “auction” site or related method of re- distribution (e.g. E-Bay, Yahoo Auctions) will be viewed as a violation of this MAP Policy. Therefore, auction selling is NOT approved channels of distribution for any Todson products.
• Shipping and handling costs and incentives (such as “free shipping and handling”) may be offered, provided that such incentives are not be used to circumvent this MAP Policy (i.e. in a manner in which the cost of shipping and handling is presented as a discount to the actual product sale price of a MAP Product). Promotional codes or coupons may be credited only at the final purchase or checkout stage. Communication of such coupons or additional discounts is subject to this MAP Policy. Any advertisement, promotion, consumer program that attaches another product or value-added offer (including free freight or any gift with purchase offer) must be approved by Todson or it may be deemed a violation of this MAP Policy and erosion of the integrity of MAP Products.
• The wording “minimum advertised price” or “MAP” or phrases of similar meaning or import shall not appear in any advertisement featuring Todson products, nor shall any reference be made to the existence of a minimum advertised price policy which precludes a lower price from being advertised. Any such notices or phrases shall constitute implicit advertisement below the minimum advertised price, and will be a violation of this MAP Policy.

Policy Enforcement:
If Todson determines, in its sole discretion, that a dealer, distributor or reseller has taken any action inconsistent with this MAP Policy, which may include advertising a MAP Product below the price listed on the current Price List, then Todson reserves the right, in its sole discretion, to take any or all of the following actions:
• First Violation: The first violation of this MAP Policy may be met with a written warning. If the violation is ongoing (e.g. an on-line advertised price is below the minimum), it must be corrected within 72 hours of delivery of the written notice of violation by Todson.
• Second Violation: A second violation of this MAP Policy may result in the suspension for 60 days of the ability to purchase Todson products.
• Subsequent Violations: A subsequent violation of this MAP Policy may result in an indefinite suspension of all rights to purchase and sell Todson products.

Nothing in this MAP Policy shall affect Todson’s rights to terminate any dealer, distributor or reseller in accordance with the terms of Todson’s sales agreement with such dealer, distributor or reseller.

This MAP Policy, as well as all other non-public information regarding Todson’s products (including pricing) is confidential. The disclosure of this MAP Policy to any person, other than members of a Todson authorized distributor’s organization who need to know for purposes of implementing this MAP Policy within their respective organization(s), is strictly prohibited.

The validity, construction, interpretation, effect, and enforceability of this policy shall be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to conflict of laws provision.

DISTRIBUTION & E-COMMERCE POLICY
Unless approved in advance in writing by Todson, no dealer, distributor, or reseller may sell, offer to sell, solicit, distribute, ship, or transfer Todson products:
• outside or beyond the direct-to-consumer retail model that Todson has approved for that specific dealer, distributor, or reseller location;
• on any third party marketplace (including, but not limited to Amazon and Ebay);
• to any unauthorized dealer, distributor, or reseller, whether within or outside of the United States;
• to any purchaser that such dealer, distributor, or reseller knows or has reason to know will sell, offer to sell, solicit, or advertise the Todson products for resale over the internet;
• outside of the United States;
• to any purchaser that such dealer, distributor, or reseller knows or has reason to know will export those products to a destination outside the United States.
The preceding types of sales may be deemed “Re-Distribution”. Re-Distribution is a violation of Todson’s Distribution and E-Commerce Policy.

Any dealer, distributor, or reseller that wishes to sell Todson products via the internet including any such dealer, distributor, or reseller who uses the internet to advertise Todson products, to solicit consumers, or to solicit other interest in Todson products, (“E-Commerce Partner”) must abide by the following:
• The E-Commerce Partner shall present the Todson brand and its products in a manner consistent with the premium nature of the Todson brand.
• The E-Commerce Partner must identify its business (store) name and address in every online site or storefront.
• The E-Commerce Partner must maintain “Shopping Cart” technology for full consumer transaction completion and approval/verification on-line for all products at any time by any consumer. This includes providing an approved, secure consumer site for all transactions and ensuring consumer privacy and fraud protection.
• The E-Commerce Partner must have an approved product presentation site and consumer education information must be available for each product listed on the site. This includes, but is not limited to: a full graphic image of the product; Todson’s specifications on each performance product listed; and an explanation of Todson’s key performance technologies. This will serve to enhance the consumer experience for Todson products, as well as maintain the integrity of Todson’s premium products.
• “Linking” to the Todson website for specifications, graphic images, or other basic consumer education information that Todson deems necessary to sell Todson products online is prohibited. Downloading this information (from the Todson website) for placement/availability on a designated E-Commerce Partner site is permitted, with Todson’s prior written approval.
• Todson reserves the right to approve or disapprove any website or any Todson authorized dealer, distributor, or reseller with regards to this Distribution and E-Commerce Policy, or Todson’s own expectation of product presentation and the consumer experience on any E-Commerce Partner’s online store.

Customer acknowledges that the sale of Todson products through unauthorized dealers and/or in unauthorized channels/markets may cause irreparable damage to the reputation of Todson’s brands around the world, damage Todson’s relationship with its authorized dealers, distributors, and resellers who invest in the Todson brand, and may invalidate the Todson product warranty.

This Distribution and E-Commerce Policy is unilaterally implemented and enforced by Todson in its sole discretion. Todson reserves the right to make its own independent decision regarding a specific dealer’s, distributor’s, or reseller’s status as part of Todson’s distribution network, if Todson determines that a dealer, distributor or reseller has engaged in Re-Distribution of Todson products, made unauthorized sales outside of the United States, or failed to abide by the E-Commerce requirements.

The validity, construction, interpretation, effect, and enforceability of this Distribution and E-Commerce Policy shall be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to conflict of laws provision.

Any questions regarding this policy should be directed to the Sales Management at Todson’s Corporate Offices in Foxborough, MA at 774.306.3247