On January 1st, 2015, Imperial Industries, Inc. instituted a formal MINIMUM ADVERTISED PRICE POLICY (“MAP”) on all Imperial Barber Products. The following clarifies and updates that policy. Nothing in this policy excuses or relieves the Principal from responsibility or liability for a breach of the MAP in effect as of January 1st, 2015.

Imperial Industries, Inc., the manufacturer and trademark holder of Imperial Barber Products has spent an extensive amount of time building their proprietary brand of strong recognition and high perceived value. By not adhering to the established Minimum Advertised Price (MAP) a Dealer, Retail Outlet, Distributor and Sales Representative can have a dramatic effect of diminishing or detracting from the perceived value of Imperial Industries Inc., brand of products. The internet with its worldwide impact has the possibility to cause great harm to Imperial Industries Inc. and our products if they are advertised at prices that will eliminate any legitimate retail competition. Our MAP pricing policy is intended for consumers to purchase from other Dealers, Retail Outlets, Distributors and Sales Representatives (YOU) based on loyalty and customer care expectations. Therefore, if Imperial Industries Inc. agrees to allow your company to sell its products, you will need to agree and abide by the following requirements and restrictions.

The MAP policy shall work under the following guidelines:

1) The Minimum Advertised Price for any Imperial Barber Products shall not be below the current Manufacturer’s Suggested RetailPrice (MSRP) as published on the Imperial Industries, Inc. internal document for Imperial Barber Products Price Sheet or via our online MSRP online portal. MAP pricing is established by Imperial Industries, Inc., and may be adjusted by Imperial Industries,Inc., at its sole discretion. The Dealers, Retail Outlets, Distributors and Sales Representatives shall have thirty (30) days from the date of written notice of the change in pricing, to adjust its pricing accordingly.

2) The MAP for all Imperial Barber Products shall be no less than the MSRP provided in the Imperial Barber Products Price Sheet.

3) The MAP policy applies to all advertisements of Imperial Barber Products in any and all media including but not limited to; flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, email solicitations, eCommerce, world wide web or similar electronic media, television, radio and public signage. The MAP policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer(s).

4) The inclusion in advertising of free or discounted products (whether made by Imperial Industries, Inc. or another manufacturer) with a product covered by the MAP policy would be contrary to the policy if it has the effect of discounting and advertised price of the covered product below the MAP.

5) If pricing is displayed in other than a brick and mortar retail store, any strike-through or other alteration of the Minimum Advertised Price (MAP) is prohibited.

6) MAP applies only to advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual consumer within the dealer’s retail location or over the telephone.

7) MAP does not establish maximum advertised prices. All Dealers, Retail Outlets, Distributors and Sales Representatives may offer Imperial Barber Products at any price in excess of the MAP.

8) Imperial Industries, Inc., MAP policy does not in any way limit the ability of any Dealer, Retail Outlet, Distributor and Sales Representative to advertise that “they have the lowest prices” or, phrases of similar import as long as the price advertised or listed for the products is not less than MAP.

9) Dealers, Retail Outlets, Distributors and Sales Representatives agree to hold all trademarks of Imperial Industries, Inc. as the property of Imperial Industries, Inc. and use advertising materials provided by Imperial Industries, Inc. in an authorized manner only.

10) Intentional or repeated (twice or more) failure to abide by this policy will result in termination of Dealers, Retail Outlets, Distributors and Sales Representatives. Imperial Industries, Inc. does not intend to do business with Dealers, Retail Outlets, Distributors and Sales Representatives who degrade the image and perceived value of Imperial Industries, Inc., and its products
MINIMUM ADVERTISED PRICING (MAP) POLICY
and intellectual property. It is Imperial Industries Inc., sole discretion whether or not to provide prior notice or issue warnings before taking any action under this policy.

11) Auction Websites Policy, “Buy it Now” options must be listed at a price equal to MAP or greater. For auctions the reserve and/or opening bids must start at MAP without a “Buy it Now” option. This includes, but not limited to websites and eCommerce sites; EBAY, AMAZON, ETSY. Best Offer Auctions Are Not Allowed.

12) Dealers, Retail Outlets, Distributors and Sales Representatives Agree to not sell Imperial Barber Products to Close-Out Merchandise Online Retailers that sell excess inventory at discounted prices in violation of this MAP policy. This includes but is not limited to; companies such as Overstock.com, Liquidation.com.

13) You agree to not sell, resell or exploit for any commercial purposes, Imperial Barber Products to third-party websites that will violate our MAP policy. You are responsible for any breach of this policy caused by the actions of third parties to whom you have sold, assigned or given product for the purposes of their resale.

14) Sales representatives of Imperial Industries, Inc. will supply a copy of the MAP policy to any new or existing reseller to be filled out, acknowledged and returned to Imperial Industries, Inc. This form shall be signed and returned to Imperial Industries, Inc.and in doing so, will bind the Dealers, Retail Outlets, Distributors and Sales Representatives to abide by the MAP and reseller requirements spelled out in this policy.

15) Principals selling outside the United States are responsible for complying with the MAP. Principals selling outside the United States must set prices, in local currency that does not fall below the MAP when converted to U.S. dollars. The Principal has five business days to correct for changes in the exchange rate. Imperial Industries, Inc. will rely upon XE Live Exchange Rate (http://www.xe.com) to determine whether a foreign advertised price violates the MAP.

16) This policy is covered by California law and any cause of action arising here under must be brought in California.

This MAP Policy has been established by Imperial Industries, Inc. to help ensure the great value and the goodwill associated with Imperial Barber Products and Imperial Industries, Inc. intellectual property(s) does not suffer any irreparable damages to the Company and/or brand. The MAP policy is also designed to ensure Dealers, Retail Outlets, Distributors and Sales Representatives have the incentive to invest resources into services for Imperial Barber Products customers. Please indicate your understanding of this policy and your willingness to abide by its terms and conditions by checking the box below.

For a copy of the full MAP policy, please visit www.imperialbarberproducts.com/map-policy or email INFO@IMPERIALBARBERPRODUCTS.COM.