DiversiTech Online Sales & Advertising Policy Applicable Territory: North America

Background

DiversiTech has adopted this Online Sales & Advertising Policy (“the Policy”) with respect to certain ranges of DiversiTech owned branded products. In particular, DiversiTech has determined that adoption of this Policy is an important component of our strategy to properly support online sales, preserve and protect the value of our intellectual property, trademarks, copyrights, brand names, goodwill, and our rights therein. DiversiTech partners with the finest distributors who inventory and represent our products to the HVAC contractor in line with our business model. The Policy seeks to ensure that the DiversiTech line of products is supported with effective marketing, product presentation, placement and pre-sale and post-sale customer care and support. This Policy is subject to change at any time by DiversiTech, at our sole discretion, and becomes unilaterally effective immediately as of 12/1/2020.

Policy Application

This Policy applies to all purchasers of DiversiTech products who buy directly from DiversiTech (“DiversiTech Customers”) and who now or hereafter sell DiversiTech products online in North America. DiversiTech Customers are required to abide by this Policy. In addition, DiversiTech Customers must notify their customers of this Policy and monitor the adherence of their customers who resell DiversiTech products online to this Policy. DiversiTech Customers and sub-tier purchasers of DiversiTech products are collectively referred to as “Resellers” in this Policy.

1. A. Prohibited online sales

   
   
   

   Online sales are prohibited for DiversiTech and all DiversiTech owned or licensed brands of product (“the Products”) on 3rd party websites that are not owned and operated by the Reseller:

   Examples of 3rd party websites are including but not limited to: Amazon, Amazon Business, Walmart, eBay, Home Depot, Lowes, Wayfair, Google Express, Alibaba, ThomasNet, eWorldTrade, Wholesale Central.

   
   
   

B.  Online sales

Except as provided above, the Products may be marketed and sold via an online transaction provided the following requirements are maintained by DiversiTech Customers and Resellers:

a.   Follow DiversiTech’s unilaterally imposed Internet Minimum Advertised Price (“iMAP”) policies that apply to the Products; see www.diversitech.com/imappolicy

b.  Include DiversiTech provided content on all product listing pages; model number, product description, features, pictures, specifications and any enhanced content available

c.  Provide secure shopping cart and SSL certification for the full online transactional process

d. Clearly disclose the Resellers warranty, return and shipping policies

e.  Refrain from any deceptive practices, including, but not limited to, bait and switch, misrepresentation of product quantities available for immediate sale, or misrepresentation of product features, consumer benefits, or operational characteristics

f.   Keep and maintain up-to-date product information and materials regarding the Products on websites

g   Utilize and maintain DiversiTech brand and visual standards, trademarks, and intellectual property according to the brand standards guidelines (available at: www.diversitech.com/brandstandards)

h.  Must not use any DiversiTech brand name in a root URL

i    Reseller website must clearly designate the website owner/operator; Reseller website may not be referenced as DiversiTech owned and/or operated.

j.   Online Resellers using online advertising (i.e. banner ads, pay-per-click, SEM, etc.) who include any DiversiTech owned brand name(s) in the advertisement must use a destination URL that brings the customer to a page containing the relevant the Products.

Policy Violations

We expect our DiversiTech Customers to adhere to this Policy based on the benefits stated above. DiversiTech will monitor the practices of the Resellers with respect to this Policy. If we discover that a DiversiTech Customer is not acting in accordance with this Policy (including the DiversiTech Customer’s obligation to notify its customers of this policy and to monitor its customers’ adherence to this Policy), we will make a unilateral decision whether or not to take action. Such action may include removal of the DiversiTech Customers’ listing from the DiversiTech website, withholding cooperative advertising or marketing funds, terminating the DiversiTech Customer as a seller of the item or items being sold or marketed in violation of this Policy, or ceasing to do business with the DiversiTech Customer altogether. Such a decision will be made solely by our management.

This is a unilaterally adopted Policy. The Policy is not a contract, or an offer to form a contract or agreement. DiversiTech does not ask, and will not accept, any agreement about a DiversiTech Customer’s choice to follow the Policy. Minimum advertised prices set forth in DiversiTech’s policies do not constitute minimum selling prices, and does not require any customer to charge a particular price for the Products. DiversiTech Customers remain free to determine and sell the Products at their own prices as they choose and at prices below DiversiTech’s minimum advertised prices.

This Policy applies to online marketing and sales activities ONLY. A DiversiTech Customer currently operating under other DiversiTech channel policies should continue to abide by such preexisting policies in addition to this Policy.

DiversiTech Sales Policy Administrator

The DiversiTech Online Sales & Advertising Policy administrator is the only DiversiTech representative authorized to answer questions regarding this Policy. Any comments or questions you may have regarding this Policy or its implementation or enforcement should be directed to the DiversiTech Online Sales & Advertising Policy administrator at salespolicyenforcement@diversitech.com