MAP

The Seirus brand’s reputation has been built upon providing innovative and high quality products to consumers globally through use of premier retailers that assist consumers in the selection and proper fit of our products.  Significant investment in research and development and creation of a valuable intellectual property portfolio support the growing legion of outdoor enthusiasts and everyday people who value the performance, style, and comfort provided by Seirus products.  Our quality distribution network of dealers actively positions, promotes, and advertises our products while also educating and serving our consumers with a high degree of expertise and care.  The Seirus brand has adopted a unilateral minimum advertised price policy (“MAPPolicy”) to enhance and preserve Seirus’s high quality distribution network, its brand reputation, and its customer service, which in turn support our ability to innovate and to produce the highest quality products.  At Seirus, we know the value that a quality retailer network brings to our customers.  Therefore, Seirus believes it to be important to maintain a well-regulated and fair marketplace for all of its authorized resellers.

Policy Statement

Seirus, in its sole discretion, reserves the right to discontinue doing business with any reseller that advertises any product(s) covered by this MAP Policy at a price lower thantheprice stated as the minimum advertised price.

GeneralGuidelines

1. The products covered by this policy are available on the list attached hereto as Exhibit A(“MAP Products”).Please note that Seirusmay in its sole discretion modify this list from time to time.
2. This MAP Policy applies to all U.S. authorized dealers and retailers of Seirusproducts including but not limited to retail stores, catalogs, mail order, and Internet sites (“Dealers”).
3. Seirus recognizes that Dealers are free to make their own decisions without consulting or advising Seirus. Similarly, Seiruswill exercise its right to make its own decisions regardingvariousSeirus-instituted programs such assupplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.
4. The MAP Policy applies to advertised prices, not the price at which MAP Products are actually sold or offered for sale to an individual in-store or over the telephone.

Advertising Guidelines

1. The MAP Policy applies to all advertisements of MAP Products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage, as well as Internet sites, social media sites, apps, or any otherelectronic media.
2. The MAP Policy does not apply to solely on premise or in-store advertising that is not distributed to customers
3. Website features such as “click for price”, automated “bounce-back” pricing e-mails, pre-formatted e-mail 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 the dealer (rather than by the customer) and thereby constitute “advertising” under this MAP Policy.
4. It shall not be a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price”, or to use similar language, specifically with respect to MAP Products, so long as no price is listed.
5. This MAP Policy alsoapplies to any activity whichSeirusdetermines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases’ and the like.
6. It shall not be a violation of this MAP Policy to advertise in general that the reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP Policy.
7. From time to time, Seirus may permit resellers to advertise MAP Products at prices lower than the MAP retail price. In such events, Seirusreserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period oftime by providing advance notice to all resellers of such changes.
8. From time to time Seirus may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer's rebate.

Policy Enforcement

1. This MAP is not applicable to a Dealer’s actual selling prices.  THIS POLICY DOES NOT AFFECT THE PRICE YOU MAY CHARGE YOUR CUSTOMERS.  YOU HAVE COMPLETE DISCRETION TO CHARGE WHATEVER PRICE YOU DEEM DESIRABLE TO YOUR CUSTOMERS.     
2. This is a unilateral Seirus policy and we do not seek your agreement, any assurance of compliance, or your consent, nor will we accept it.  This is not an agreement between Seirus and you.  This MAP will be enforced strictly and uniformly.
3. If a Dealer with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then Seirus will consider this to be a violation by the Dealer.
4. Seirus reserves the right to cancel any pending orders, restrict future orders, or suspend Dealers' account if Seirusreasonably believes:
   
   1. a Dealer has violated the provisions of this policy; or
   2. a Dealer intends to violate this policy.
5. Seirus’MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy as occurred, as well as determining appropriate sanctions.
6. Waivers to this MAP Policy may be granted inSeirus’sole discretion by the MAP Policy Administrator in writing. SeirusSales, Marketing, or other personnel are not authorized to modify or grant exceptions to the MAP Policy. In the event that the MAP Policy Administrator authorizes a waiver to the MAP Policy, Dealers must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAP Policy.
7. Seirus monitors the advertised prices of Dealers, either directly or via the use of 3rd party agencies or tools. Dealers are expected to provide reasonable cooperation in any Seirus investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Seirus MAP Policy investigation is a violation of this MAP Policy.
8. The MAP Policy will be enforced by Seirus in its sole discretion and without notice. Dealers, distributors, resellers, have no right to enforce the MAP Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. Neither Seirus nor any of its representatives other than its MAP Policy Administrator will discuss any aspect of this MAP or violations with you. No Seirus employee or representative is authorized to discuss any aspect of this MAP with you except for the MAP Policy Administrator. You may contact the Administrator in writing at mapenforcement@seirus.com.
9. Suspension of MAP Policy Enforcement. This Policy prohibits Dealers from advertising any MAP Products below the MAP pricing as stated herein. However, Seirus has agreed to suspend the enforcement of this Policy from March 1 through August 1 each year (“Suspension Period”). At that time, a Dealer may advertise MAP Products up to 25% off the MAP pricing. Keep in mind that Seirus will still be monitoring each Dealer during the Suspension Period. Any Dealer found to be advertising MAP Products at a discount greater than the 25% stated in this paragraph will be considered in violation of the Policy and thus subject to the penalties described herein. Further, Seirus may, at its sole and absolute discretion, permit Dealers to advertise MAP Products at prices lower than MAP pricing from time to time. Such permission shall set the parameters for the suspension of the enforcement of this Policy including the applicable MAP Products, the maximum discount which can be advertised and the dates of the suspension window. Seirus shall notify each Dealer in writing of such MAP Policy suspension window prior to said window’s effective date.

Exhibit A: MAP Product List