Couristan E-Commerce Content Resource Guide

COURISTAN

1. COUR I STAN MAP POL I CY

– On l i n e De a l e r Ag r e eme n t – On l i n e De a l e r Re qu e s t Fo r m

MAP POLICY

ONLINE DEALER AGREEMENT

ONLINE DEALER REQUEST

Issued Date: 4/3/19

Issued Date: 10/1/18

AUTHORIZED AND PREFERRED ONLINE DEALER AGREEMENT

MINIMUMADVERTISED PRICING POLICY

APPROVEDAUTHORIZED ONLINE DEALER CHANNELS By submitting its request to become anAuthorized online dealer, the entity(ies) listed below accept the terms and conditions of this agreement.Authorized dealers may not appoint any sub-dealers or distribu- tors without the prior, written consent of Couristan, Inc. in each instance.Approvals will be granted in writing at the sole discretion of Couristan, Inc. Please return the following information to Couristan, Inc. by email at info@couristan.com BUSINESS OR TRADE NAME (d/b/a): PRIMARYSTREETADDRESS: CITY/STATE: ZIPCODE: Please provide all domain names for which you are currently seeking approval (attachadditional sheet ifneeded):

As the most trusted name in floor coverings since 1926, Couristan, Inc. (“Couristan” or the “Company”) is focused on preserving its reputation for providing customers with the highest quality products and maintaining its strong brand recognition within the marketplace. We recognize that our success is tied to the success of our network of selectAuthorized Couristan dealers.We also know that many of our dealers invest significant time and resources to provide the level of customer service and product knowledge that isexpectedwhen sellingourproducts.Asacompanywewant toprotectourAuthorizedCouristandealers’ ability to do so, while at the same time discourage advertising that would be detrimental to our dealer service and support efforts. In order to create a competitive marketplace for our Authorized Couristan dealer network, Couristan has unilaterally adopted the following Minimum Advertised Price Policy (“MAP Policy” or “Policy”). This Policy may be revised in whole or in part at any time by Couristan, in its sole discretion. A. MAPPolicy Terms I. This MAP Policy has been established unilaterally by Couristan and will apply to all Resellers, includingbutnot limited toAuthorizedCouristandealers (collectively“Resellers”).Unlessotherwise specified herein, this MAP Policy applies to all advertising or promotion of Couristan area rug designs/collections (the “MAP Products”) via the internet, print media (including but not limited to flyers, brochures, newspaper, outdoor billboards), radio or television. However, this Policy is not applicable to in-store (brick and mortar) displays and product price labels or listings that are not distributed publicly. This MAP Policy regulates only the advertising and promotion of MAP Products. It does not regulate resale prices for MAP Products, and is not intended as a price control. Resellers remain free to sell the MAP Products at any price they choose in their sole andabsolutediscretion.NEITHERCOURISTAN,IT’SEMPLOYEES,NORTHISMAP POLICY HAVE ANY AUTHORITY TO DEFINE WHAT RESELLER RESALE PRICES MUST BE, OR OTHERWISE INTERFERE WITH THE ESTABLISHMENT OFRESALE PRICES . II. Couristan will provide a MinimumAdvertised Price (“MAP”) list for MAPProducts.All advertised prices forMAPProductsmustbeatorabove the listedMAP.Resellersarenot required topostprices on their websites or in print media. Advertising or promoting MAP Products at prices below the MAPmay result in Couristan’s refusal of purchase orders or termination of the Reseller’s account. III. A price identified on a Reseller’s website or in print media will be considered an advertised price, and as such, must adhere to this MAPPolicy. However, at such time as the price becomes associated with a purchase (e.g., when the MAP Product is added to an online shopping cart or at the final checkout stage), the price becomes the selling price and this MAPPolicy no longer applies. IV. Couristanmaymonitor theadvertisedpricesofResellers,eitherdirectlyorby theuseofa thirdparty, for compliance with this Policy. Couristan is the sole arbiter of this Policy and reserves the right to take unilateral corrective or remedial action in its enforcement, and in its sole discretion. V. Temporary sales,discounts,coupons,couponcodesandpromotions thateffectivelyoractually lower advertised prices on MAPProducts below the MAPare acceptable under this Policy as long as prior approval is provided by Couristan. Approval may be granted only by Couristan’s Brand Manager, identifiedbelow.Approvalmaybegrantedonacasebycasebasis. OTHERTHAN COURISTAN’S BRAND MANAGER, NO COURISTAN SALES PERSONNEL OR OTHER EMPLOYEES HAVE AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS MAP POLICY.

Couristan, Inc. recognizes the importance of the internet in its ability to generate sales and act as a promotional tool for consumers on their purchase journey. To ensure the integrity of the Couristan, Inc. brand, copyrights/trademarks and provide the highest level of quality and service, Couristan, Inc. has adopted the following guidelines, effective October 1, 2018. These guidelines that govern how our brand and products are merchandised on the internet supersede and replace all previous guidelines and requirements pertaining to the use of Couristan, Inc. copyrighted images and trademarks for the purpose of internet use or e-commerce. AllAuthorized Couristan dealers who wish to sell Couristan, Inc. products online are expected to follow these guidelines in addition to all other existing Couristan, Inc. guidelines including but not limited to pricing policies, intellectual property rights, and dealer commitments. A. Retail Sales on the Internet/Image and Materials Usage I. Authorized Couristan dealers, who have an internet website, participate in e-commerce or internet sales of any type are invited to include Couristan, Inc. area rug designs/collections among their assortment of products for sale.Authorized Couristan dealers who operate a brick-and-mortar must have Couristan area rug products merchandised within their operation in order to sell online. II. Under the terms and conditions set forth, Couristan is pleased to license the use of Couristan copyrighted product images/videos and trademarks to our Authorized Couristan dealers for the purposeofpromotingCouristan, Inc.area rugdesigns/collectionson the internetand/ore-commerce sales. The license extended by this agreement pertains only to internet usage of the copyrighted images/videos of Couristan, Inc. area rug designs/collections and the related trademarks. Couristan, Inc. reserves the right to limit, revoke the license or refuse to permit the use of such copyrighted images/videos and trademarks. No images from Couristan’s website shall be downloaded or copied without written consent from Couristan, Inc. Copyrighted images and trademarks may only be requestedbyaCouristanTerritoryManageronbehalfofanAuthorizedCouristandealer.Copyrighted images/videosand trademarkswillbesubmittedor transferred toadealer fromCouristan’sMarketing Department or by the dealer’s Couristan Territory Manager. III. Authorized Couristan dealers are responsible for and liable for any e-commerce conducted on any of the dealer’s website(s) (security, privacy and inappropriate materials shall indemnify, defend and hold Couristan, Inc.harmless fromanyclaimsarisingoutofanymaterialspresentedonadealer’swebsite). IV. All domain names where Couristan, Inc. products will be sold must be submitted for approval and Couristan, Inc. is to be notified in advance of any change. Domain name approvals will be granted inwritingat thesolediscretionofCouristan, Inc.Notwithstanding thisagreement,Couristanassumes no responsibility for thecontentonanyapprovedwebsiteordomainandeachownerof suchwebsite or domain shall hold Couristan harmless from any and all claims arising out of said website or domain.

Please Provide contact information for relevant parties within your organization to be used for product updates, billing and invoicing and account information (attachadditional sheet ifneeded): Name Title Phone # Email

In accordance with this agreement, the Authorized dealer stated above is permitted the nonexclusive right to market, advertise, offer to sell and/or fulfill orders of Couristan, Inc. products from approved channels only. Additional channels must be approved in advance in writing in each instance by the Brand Manager. Your Couristan, Inc. sales representative is not authorized to approve additional channels. Fulfillment of any order is not approval to re-sell into prohibited channels of trade.

Receipt of the above agreement is hereby acknowledged this

day of

, 201 .

Authorized Dealer Signature:

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E-Commerce Content Resource Guide

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