Minimum Advertised Price Policy

Scentsible, LLC d/b/a Poo~Pourri Minimum Advertised Price Policy (MAPP)

I. Introduction

Scentsible, LLC dba Poo~Pourri (“Poo~Pourri”) recognizes that its high-quality dealers and resellers invest time and resources to deliver an extraordinary customer experience through knowledgeable staff and compelling vendor presentation. To support the efforts of Poo~Pourri’s resellers, Poo~Pourri wishes to establish policies that allow resellers to earn the profits necessary to maintain the high level of customer excellence people come to expect from Poo~Pourri dealers and resellers.

Poo~Pourri has determined that its interests and those of its dealers and resellers are best served through the adoption of this Minimum Advertised Price Policy (this “MAPP” or “Policy”) and the terms set forth herein. Poo~Pourri’s adoption of this MAPP is designed to (1) protect reseller margins so that desirable pre-sales and post-sales services can be provided by our resell partners, (2) support the Poo~Pourri brand as a premium offering, (3) discourage activities wherein reseller advertising and sales practices promote Poo~Pourri’s products primarily on the basis of price, which can be harmful to Poo~Pourri’s brand, reputation and competitiveness, and allow some resellers to take advantage of the service and support of others.

Therefore, Poo~Pourri, through the cooperation and consent of Reseller and for the above referenced value and consideration of which Reseller acknowledges receipt, enter into this MAPP. Reseller Acknowledges that Poo~Pourri reserves the right to cease business with Reseller, as to the products covered by this MAPP, if Reseller intentionally advertises any MAPP Product (as defined below) below the designated MAPP Prices (as defined below). Reseller further acknowledges that any breach of this MAPP shall be grounds for termination of any sales agreement between Poo~Pourri and Reseller.

Poo~Pourri is confident that this program will strengthen its competitiveness and benefit all of its resellers.

II. Policy Coverage

This MAPP covers all of Poo~Pourri brand products as listed on Price List portion of Poo~Pourri’s website at www.poopourri.com and set forth in Exhibit A (“MAPP Products”). This MAPP applies to all advertisements of all MAPP Products and all prices advertised or displayed by Reseller in any and all media including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio and public signage. This MAPP does not apply to solely on premise or in-store advertising that is not distributed to customers. Additionally, such website features as “Click for price,” automated ‘bounce-back’ pricing e-mails, pre-formatted e-mail responses, forms, 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 Reseller (rather than by the customer) and this constitutes “advertising” under this MAPP. Further, this MAPP also applies to any activity which is designed or intended to circumvent the intent of this MAPP, such as solicitations for “group purchases” and the like. It shall also be a violation of this MAPP to include in any advertising for MAPP Products any additional discount, coupon, gift card, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of any MAPP Product below the designated MAPP Price. Advertising that includes an additional discount, coupon, gift card, points, or any other incentive for future purchases (regardless of whether the future purchases are of Poo~Pourri products) shall also apply to this MAPP.

Poo~Pourri products not specifically identified in this MAPP or included on the Price List portion of Poo~Pourri’s website at www.poopourri.com are not subject to this MAPP. This MAPP applies only to minimum advertised prices and does not apply to the price at which the MAPP Products are actually sold, or to advertised prices higher than the unilateral minimum resale prices established by Poo~Pourri from time to time.

III. Minimum Advertised Price

The current listing of applicable minimum advertised prices for MAPP Products are published on the Price List portion of Poo~Pourri’s website at www.poopourri.com and set forth in Exhibit A (“MAPP Price” or “MAPP Prices”). The MAPP Products may be changed from time to time at Poo~Pourri’s sole discretion. Reseller acknowledges and agrees it will be responsible for remaining current with the terms of this MAPP, MAPP Products, and MAPP Prices.

IV. MAPP Product Resell Limitations

The terms of this Policy apply to all sales of MAPP Products. Reseller expressly acknowledges that Poo~Pourri does not, by virtue of this Policy grant Reseller the right to sell the MAPP Products online including, but not limited to, on or through online marketplaces and platforms, auction sites, stores that operates solely online, and other e-commerce websites. Notwithstanding the foregoing, Reseller may sell MAPP Products on Reseller’s proprietary website subject to the terms of this MAPP. Reseller further acknowledges that violation of this provision by selling MAPP Products online without Poo~Pourri’s express permission constitutes a material breach of this MAPP and shall also be grounds for termination of any sales or similar agreement between Poo~Pourri and Reseller and termination of Reseller’s right to sell any and all products of Poo~Pourri.

V. Policy Violations

Each advertisement or display of a price below the designated MAPP Price for any MAPP Product will be a violation of this MAPP. Upon violation of this MAPP by Reseller or if Poo-Pourri reasonably believes thAt Reseller intends to violate this MAPP, Poo~Pourri may, at its sole discretion and without waiver of remedies for future violations, and without notice, refuse to do business with Reseller, cancel any pending orders, restrict future orders, suspend Reseller’s account, and/or seek an injunction against Reseller prohibiting Reseller from violating this MAPP. Intentional or repeated failure to abide by this MAPP will result in termination of Reseller’s right to sell any and all products of Poo~Pourri including, but not limited to, termination of any dealer or sales agreement or similar agreement between Poo~Pourri and Reseller. Poo~Pourri is not required to provide prior notice or issue warnings before taking any action with respect to violations of this MAPP. Reseller agrees and acknowledges that irreparable and intangible damage may result from Reseller’s violation of this MAPP. Without prejudice to the rights and remedies otherwise available to Poo~Pourri, Reseller therefore agrees that Poo~Pourri shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this MAPP by Reseller or Reseller’s representatives. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or equity to Poo~Pourri. In the event of litigation relating to this MAPP, if a court of competent jurisdiction determines that Reseller or Reseller’s representatives breached this MAPP, then Reseller shall be liable and pay to Poo~Pourri the reasonable costs and expenses (including attorneys’ fees) incurred by Poo~Pourri in connection with such litigation, including any appeal therefrom.

Notwithstanding the foregoing, it shall not be a violation of this MAPP for Reseller to advertise in general that Reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as Reseller does not include any advertised price below the MAPP Prices for MAPP Products and otherwise complies with this MAPP. Also, it shall not be a violation of this MAPP to advertise that a customer may “call for price” or “e-mail for price,” or to use similar language, specifically with respect to Poo~Pourri MAPP Products, so long as no price is listed. Additionally, Reseller may refuse to sell any MAPP Product to prospective purchasers or customers and such refusal does not constitute a violation of this MAPP.

Poo-Pourri routinely monitors the advertised prices of resellers. Resellers are expected to provide reasonable cooperation in any investigation regarding a possible violation of this MAPP. Hindering, obstructing, delaying, or otherwise failing to cooperate with such investigation is a violation of this MAPP.

VI. Policy Modifications

Upon ten (10) days’ written notice to Reseller, Poo~Pourri reserves the right to modify, suspend, or discontinue this MAPP in whole or in part or designate promotional periods during which the terms of this MAPP may change, or designate periods of time during which this MAPP is not applicable. Modifications to this MAPP, MAPP Products, or MAPP Prices shall be made available on the Poo~Pourri website at www.poopourri.com. Reseller’s continued advertising, sales, and purchase of MAPP Products constitutes acceptance of any modified provisions of this MAPP. Notwithstanding the foregoing, any short-term discounts on MAPP Products as allowed herein by Poo~Pourri shall not continue for more than thirty (30) days, after which time the MAPP Price automatically becomes the minimum allowable advertised price for the MAPP Product(s) covered. Further, any modification to this MAPP initiated by Poo~Pourri that temporarily allows Reseller to sell MAPP Products below the designated MAPP Price must be advertised as a “Sale” or “Sale from Regular Price” to Reseller’s customers. Poo~Pourri and Reseller agree there will be a sixty (60) day period between any and all temporary thirty (30) days sales periods as referenced herein.

VII. Contact Information

All questions or comments regarding this MAPP are to be directed to the policy administrator at [email protected]. The policy administrator shall be solely responsible for determining whether a violation of this MAPP has occurred, communicating decisions to resellers regarding this MAPP and receiving any communication regarding sanctions imposed under this MAPP. Sales personnel have no authority to modify or grant exceptions to this MAPP.

VIII. Confirmation

This MAPP has been established by Poo~Pourri to help ensure the legacy of Poo~Pourri as the most authentic producer of its reputable products and to protect the reputation and goodwill associated with Poo~Pourri and its products. This MAPP is intended to encourage competitiveness that is coherent with the long-term interests of Poo~Pourri customers. We are sure that Reseller shares our commitment to customer satisfaction and, as such, Poo~Pourri requests that you indicate your understanding of this MAPP and your willingness to abide by its terms and conditions by signing and listing the name of your company below.