SOMFY SYSTEMS, INC.

POLICY REGARDING MINIMUM ADVERTISED PRICES
FOR ONLINE ADVERTISING

BACKGROUND

Effective August 2020, Somfy Systems, Inc. (“Somfy”) is adopting the following policy regarding minimum advertised prices for online advertising (“MAP/Online Policy”) for sales in Canada of the products listed on Schedules 3 and 4. Somfy is adopting the MAP/Online Policy to enable its dealers and distributors (“Somfy Resellers”) to effectively supply end-user customers with Somfy’s industry-leading motors and controls for interior and exterior window coverings to enable Somfy and Somfy Resellers to support and service Somfy’s products after resale to end-users and so as to compete more effectively against third-party products within a highly competitive industry.

Somfy Resellers are an essential part of the success of Somfy’s products, and Somfy has determined that the MAP/Online Policy set forth herein will help to ensure that Somfy Resellers are able to provide the full range of pre-after-sale consultation and service necessary for the continued success of the Somfy brand and to continue to compete effectively against third-party products. Somfy further regards adoption of the MAP/Online Policy as integral to the protection of Somfy’s valuable trademarks and the reputation of Somfy’s trade name and other goodwill.

All Somfy Resellers, as well as buyers to which Somfy Resellers sell Somfy Products (“Downstream Resellers”), will be required to adhere to the terms of the MAP/Online Policy as set forth herein. Somfy Resellers are required to make adherence to the MAP/Online Policy by Downstream Resellers a term of sale when selling Somfy Products to Downstream Resellers.

As used in the MAP/ONLINE Policy, “Somfy Products” means the products listed below on Schedule 3.

MINIMUM ADVERTISED PRICE IN ONLINE ADVERTISING

Effective August 2020, Somfy Resellers and Downstream Resellers shall not advertise online any Somfy Products shown on Schedule 3 for individual unit sales in Canada (i.e., not “bundled” with other Somfy-powered finished products) at any prices below those shown therein. This policy applies to advertisements or other announcements or descriptions of prices in any online media, including (but not limited to) internet advertising including websites and dynamically generated web content but does not apply to actual final transaction prices. As stated above, Somfy Resellers must ensure that all Downstream Resellers to which they sell Somfy Products also adhere to the MAP/Online Policy.

For purposes of this MAP/Online Policy, any discounts or rebates available to online customers on Somfy Products shall be considered when determining the prices at which they are being advertised. Advertised discounts or rebates, such as percentage discounts applicable to online sales of products made or marketed by Somfy, or groups of products that include Somfy Products and other manufacturers’ products, shall not result in advertised sale prices on Somfy Products below the prices on Schedule 3, unless the advertisement clearly states that such discounts or rebates will not apply to Somfy Products. Prices of Somfy Products sold in bundles that include motorized end applications are not subject to the MAP/Online Policy (for example, motorized shades, motorized awnings, motorized screens sold with a Somfy control). After-sales promotions to existing/past customers of finished motorized end applications are not subject to the MAP/Online Policy.

Somfy may, from time to time, run promotions on specific Somfy Products for which advertising at prices below those on Schedule 3 will not be a violation of the MAP/Online Policy. Somfy will provide advance notice of such promotions to its dealers and distributors.

Please be advised that this policy only applies to online advertising of Somfy Products by Somfy Resellers as discussed above, and to online advertising by all Downstream Resellers. It does not restrict the price at which Somfy Resellers and Downstream Resellers may sell Somfy Products, which remains within their discretion.

Somfy reserves the right to change the products and prices listed on Schedule 3, and will provide notice of changes to Schedule 3 to Somfy Resellers in advance of such changes.

NO ONLINE SALES AND MARKETING OF THE PRODUCTS ON SCHEDULE 2

Effective August 2020, Somfy Resellers and Downstream Resellers in Canada shall not advertise online to end-user consumers, or otherwise offer for sale online to end-user consumers, the products shown on Schedule 4. In addition, under no circumstances shall any Somfy Reseller or Downstream Reseller offer any Somfy Products on online auction websites. As stated above, Somfy Resellers must ensure that Downstream Resellers to which they sell Somfy Products also adhere to the MAP/Online Policy.

Additionally, Somfy Resellers and Downstream Resellers are required to adhere to Somfy’s Marketing Assets Use Guide as it relates to Somfy logos, images and resources, which can be found at https://www.somfypro.com/marketing-assets.

Somfy reserves the right to change the products shown in Schedule 4 and will provide notice of changes to Schedule 4 to Somfy Resellers in advance of such changes.

ALL SOMFY RESELLERS AND DOWNSTREAM RESELLERS MUST ADHERE TO THE MAP/ONLINE POLICY

This Online Sales and Marketing Policy does not prohibit Somfy Resellers and Downstream Resellers from advertising or offering for sale Somfy Products online to resellers where (a) the Somfy Reseller or Downstream Reseller maintains a password-protected, non-public website, for which access is restricted to its reseller customers and not accessible by end-user consumers, or (b) the Somfy Reseller or Downstream Reseller, as the case may be, obtains a current Tax Identification Number, issued by the Unites States Internal Revenue Service (or equivalent number from the Canada Revenue Agency), in connection with its sale of Somfy Products.

ADHERENCE TO MAP/ONLINE POLICY

Adherence to the MAP/Online Policy by Somfy Resellers is mandatory. Somfy will monitor compliance with the MAP/Online Policy. If Somfy determines that a Somfy Reseller or Downstream Reseller is not in compliance with the MAP/Online Policy, Somfy will, in its sole discretion, decide what action to take, including withholding of marketing support and termination as a reseller. Should a Somfy Reseller have questions or concerns regarding compliance with the MAP/Online Policy, such questions should be directed to Somfy. Somfy Resellers should not discuss pricing matters with each other and should maintain compliance with applicable competition laws at all times.

This MAP/Online Policy shall not apply to Somfy, which shall retain the right to market and promote the sale of Somfy Products as it deems appropriate.

Thank you for your compliance with this MAP/Online Policy. If you have any questions, please contact Somfy at mapsomfyus@somfy.com.