VshowerUSA Minimum Advertised Price (MAP) Policy

OVERVIEW

Last Update: 11-01-2006

VshowerUSA has established a unilateral policy regarding the minimum advertised price (MAP) of selected products in the United States.

Business Partners advertising VshowerUSA products must comply with VshowerUSA's Minimum Advertised Price (MAP) policy. For violations by an Authorized VshowerUSA Business Partner, VshowerUSA may revoke the Business Partner's authorization to purchase and resell VshowerUSA products.

This policy does not extend to a Business Partner's actual resale price, which the Business Partner sets in its sole discretion.

VshowerUSA will unilaterally enforce this policy. VshowerUSA will not communicate with any Business Partner about any other Business Partner's advertising practices.

VshowerUSA is authorized to communicate MAP policy updates, changes or decisions to a Business Partner at our sole discretion.

This policy applies to United States resellers only. It does not apply to any resellers located outside the Unites States.

RESPONSIBILITY

Each Business Partner's organization is solely responsible for its compliance with this policy.

ADVERTISING MEDIA TO WHICH MAP APPLIES

MAP policy applies to all forms of advertising including, but not limited to:

• Print ads (inserts, magazines, catalogs, newspapers, etc.)
• Broadcast (radio and TV)
• Direct Mailers, including email
• Faxes
• Internet (banner ads, broadcast emails, destination pages, third-party sites) sponsored, placed or funded by the Business Partner
• Billboards

MAP policy does not apply to the following:

• In-store displays, In-store banners, In-store price markings, Quotes, contracts
• Internet site "checkout" pages where the customer makes their final purchase decision

MAP RULES

General

• The Minimum Advertised Price (MAP) equals the VshowerUSA 'Web' price unless otherwise documented in writing to the Business Partner by VshowerUSA.
• An ad may not offer a VshowerUSA product subject to MAP at a price less than MAP.

For example, the following advertising is compliant with our MAP policy:

• Advertising without any reference to price
• Advertising that states "Call for Price" or "Price too low to print"
• Advertising that promises to match or beat prices from competitors

Promotions

• Bundled promotions do not violate the policy so long as the following criteria is met:
  • If a price for the VshowerUSA product is noted in the ad, the VshowerUSA MAP must be used.
  • If multiple VshowerUSA products are noted in the ad, the bundle price must be at least the sum of the individual MAP prices.
  • If VshowerUSA products are bundled with 3rd party products, the bundle price must at least exceed the sum of the individual MAP prices for the VshowerUSA products.
  • Do not state a value that is less than MAP or advertise any VshowerUSA product as 'free' or discounted. The include Gift Card/Gift Certificates or Discount Coupon Codes used during shopping cart checkout.
• If an advertisement offers a 'gift' with the purchase of a VshowerUSA product, the value of the gift may be stated, but may not be subtracted from the VshowerUSA product to show a net price that is below MAP.
• The Gift Card (or the like) must be redeemable towards future purchase. It cannot be used towards the current purchase if subtracting the advertised gift card value from the VshowerUSA product's advertised price would result in a price below MAP.

Internet Advertised Price

Advertising on the Internet is subject to MAP Policy. Any Internet advertising other than the Business Partner's 'shopping cart' must adhere to the MAP policy.

Examples of Internet Advertising that must comply with the MAP policy:

• Business Partner website and banners
• Business Partner banners or advertising on sites owned by other parties (such as portal sites and news sites)
• Listings on shopper sites that accumulate and display advertised pricing from unrelated websites if sponsored or funded by the Business Partner, or if the Business Partner submits information to the shopper site.
• Auction sites where a minimum bid is communicated by the Business Partner
• Pay-Per-Click search engine advertising, such as Google Adwords, Yahoo Search Marketing and the like.

"Call for Price" or "Click for Price" or "Add to Cart for Price" is acceptable. A product that has been placed in the shopping cart by the customer can be shown in the shopping cart at any price.

In addition, password protected sites for a single end user that shows pricing negotiated between the Business Partner and that specific end user may be shown at any price.

Resale Price

The Business Partner is free to set actual resale price for any product.

Non-compliance with MAP Policy

Business Partners advertising VshowerUSA products must comply with VshowerUSA's Minimum Advertised Price (MAP) policy. For violations by an Authorized VshowerUSA Business Partner, VshowerUSA may revoke the Business Partner's authorization to purchase and resell VshowerUSA products.

Questions Regarding VshowerUSA's MAP Policy:

MAP compliance is the responsibility of the Business Partner. All questions should be in writing or email and submitted directly to VshowerUSA. VshowerUSA will endeavor to provide a response to questions raised within three (3) business days from receipt of the question. In the absence of a response from VshowerUSA, the ad placement is at Business Partner's own risk.

VshowerUSA will not respond to any questions or comments from one Business Partner about the activities of any other Business Partner.

Key Points and Examples

1. VshowerUSA has established a unilateral policy regarding the minimum advertised price (MAP) of selected products in the United States. In general, VshowerUSA gathers input and feedback from Business Partners about policies and practices.
2. All types of advertising are covered by the policy with the exception the Business Partner's in-store merchandising and Internet shopping cart.
3. The Business Partner sets their actual resale price.
4. If an advertisement is placed which does not comply with the MAP policy, VshowerUSA will send an email notice to a representative of the Business Partner outlining the VshowerUSA action to be taken.
5. A single violation is defined by a product family advertising message that runs on one or more advertising vehicles for up to a five day period.

VshowerUSA reserves the right to apply approximate violation measures to situations where the exact purchase or sales out data is not available.

For violations by an Authorized VshowerUSA Business Partner, VshowerUSA may revoke the Business Partner's authorization to purchase and resell VshowerUSA products.