Terms of Purchase

1. Introduction

Green Drain, Inc. is transforming the way consumers have been trained on proactive facility maintenance techniques. We do this by educating our customers, distributors, and end-users on the benefits that Green Drain will bring to their home and workplace.

We recognize that our success is tied to the success of our network of authorized dealers. We also know that many of our dealers invest significant time and resources to deliver an extraordinary customer experience. We want to protect their ability to do so, while at the same time discouraging price-based advertising that would be detrimental to our dealer's service and support efforts.

As a result, Green Drain, Inc. has unilaterally established this Minimum Advertised Price ("MAP") Policy.

2. Policy statement

Green Drain, Inc., 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 than the MAP.

3. General guidelines

• The products covered by this policy are listed in the pricing table below ("MAP Products"). GDI may in its sole discretion modify this list from time to time.
• GDI recognizes that dealers are free to make their own decisions to advertise and sell any GDI products at any price they choose, without consulting or advising GDI. Similarly, GDI will exercise its right to make its own decisions regarding Green Drain Authorized Distributors advertising, supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.
• 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.
• GDI believes in maintaining a well-regulated and fair marketplace for all its authorized resellers.

4. Advertising guidelines

• 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 other electronic media.
• The MAP policy does not apply to solely on-premise or in-store advertising that is not distributed to customers.
• Website features such 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 dealer (rather than by the customer) and thereby constitute "advertising" under this MAP policy.
• 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 GDI products, so long as no price is listed.
• This MAP policy also applies to any activity which GDI determines, 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.
• 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.
• The MAP Policy prohibits all advertisements of MAP products through platforms such as Amazon, Home Depot, and Lowes, along with any affiliates or subsidiaries of Parent Company; without the signed consent of GDI's Executive Board Members.

5. Bundling guidelines

"Bundling" or advertising GDI products for sale together with other products will violate this MAP policy when:

• The effective or stated price of the bundle represents a discount of greater than 15% of the MAP; or the product(s) bundled with MAP products violate GDI's Intellectual Property rights; or
• The product(s) bundled with MAP products violate the GDI Trademark & Brand Policy
• The product(s) bundled with MAP products include words, packaging, graphics, or other indicia which may create customer confusion as to the source of the product(s)
• The effective or stated discount is greater than 15% of the highest priced item in the bundle

Gift cards, coupons, points, or other incentives which are contingent on the purchase of a MAP product will violate this MAP policy when:

• The effective or stated price of the bundle represents an immediate discount of greater than 15% of the MAP; or
• The effective or stated price of the bundle represents a discount of greater than 15% of the MAP after taking into consideration any contingent future purchase

6. Policy enforcement

• If a dealer with multiple store locations violates this MAP policy at any one store location, or on any associated website, then GDI will consider this to be a violation by the dealer.
• GDI reserves the right to cancel any pending orders, restrict future orders, or suspend dealers' account if GDI reasonably believes: a dealer has violated the provisions of this policy; or a dealer intends to violate this policy.
• GDI's MAP policy Administrator is solely responsible for determining whether a violation of the MAP policy has occurred, as well as determining appropriate sanctions.
• Waivers to this MAP policy may be granted in GDI's sole discretion by the MAP policy Administrator in writing. GDI's marketing, or other personnel are not authorized to modify or grant exceptions to the MAP Policy.
• GDI reviews the advertised prices of dealers, either directly or via the use of third-party agencies or tools. Dealers are expected to provide reasonable cooperation in any GDI investigations regarding possible MAP policy violations.
• The MAP policy will be enforced by GDI in its sole discretion and without notice. Dealers, distributors, and 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.

MAP product pricing

Questions?

For questions about this MAP policy or to report a potential violation, contact:

[email protected]