eMRP POLICY

Established in 1987, Arteriors Home (“Arteriors”) is renowned for its high-quality, distinctive lighting, furniture, and home décor products. Drawing upon its history, knowledge, and legacy of preeminent design standards, Arteriors has built an impeccable reputation for providing innovative and decorative products for residential use. To preserve the value of Arteriors’ brand, and to properly position Arteriors’ products in today’s market, Arteriors is announcing that, effective August 28 ^th, 2018 (the “Policy Effective Date ”), Arteriors has instituted a Unilateral Electronic Minimum Retail Price Policy (the (“eMRP Policy”) for all Arteriors’ Resellers located in the United States (“ Resellers” or “You”). This policy is to ensure the preservation of the quality of Arteriors’ products, the product value, and to properly maintain the brand and reputation of these products in the appropriate market segment:

1. Purpose. Arteriors has determined that selling its products below its unilaterally established minimum electronic resale price (“Designated eMRP”) undermines Arteriors’ reputation, brand, and image and discourages Resellers from investing in the growth of Arteriors’ product lines and consumer base. Some Resellers have taken or may take advantage of Arteriors’ premium image by promoting unfair discounts or otherwise misusing Arteriors’ brand and/or products. This unilateral policy concerning the marketing of Arteriors’ products is an effort to help safeguard the reputation of Arteriors and insure the long-term viability of the brand.

2. Scope. This Policy applies to certain Arteriors’ products offered in particular ways. Note that Arteriors has also unilaterally adopted an Internet Minimum Advertised Price Policy (“ IMAP Policy”), which applies to all Arteriors’ products advertised on the internet.

3. Certain Definitions. For purposes of this Policy: (i) “Electronic Content” means information that (A) can be accessed by an internet browser or anything which Arteriors considers to be the substantive equivalent, including, but not limited to, (1) internet shopping sites, (2) marketplaces or other third-party sites, and (3) comparison search engines (CSEs) to which a Reseller supplies pricing information (e.g., Google Shopping, Buy.com, eBay, Amazon and PriceGrabber); (B) is provided by or through one or more applications (apps) for mobile devices (e.g., tablets and smartphones), including but not limited to, social media apps (e.g., Twitter, Instagram, and Facebook) and mobile gaming platforms; or (C) is furnished by or through (1) electronic solicitations or other electronic communications (e.g., robocalls, caller-on-hold and other audio recordings, messaging (such as SMS (text), MMS (multimedia), and IM (instant messaging)), webcasts, email, and online or other electronic chats), (2) electronic advertisements (such as email newsletters, pop-ups, and banners), or (3) anything which Arteriors considers to be the substantive equivalent; (ii) “ Price Information” means information regarding price, whether express or implied, such as a discrete price, price formula, reference to price or anything related to price (e.g., representations or inferences regarding savings, discount(s), or value) and anything which Arteriors considers to be the substantive equivalent; (iii) “Net Adjusted Price” means the price at which a Covered Product is offered by or for the benefit of a Reseller to a customer (potential or actual) or the price paid by such customer for such Covered Product after (A) applying all discounts and similar price reductions; (B) excluding certain taxes and shipment charges, and (C) giving effect to the value of each Bundle involving one or more free or reduced-price goods or services; and (iv) “Bundle ” means a combination of one or more Arteriors Covered Products with one or more other products or services offered or sold together.

4. The Electronic Minimum Retail Price Policy.

• Covered Products. This Policy establishes the Designated eMRP for each of the Arteriors’ products specified on the price list(s) or product list(s) provided or otherwise made available to each Reseller (individually, a “Covered Product” and collectively, “Covered Products.”).
• Application. Any form of Electronic Content containing Price Information regarding one or more of the Covered Products made available or provided by or on behalf of a Reseller (collectively “ Electronic Marketing”) is subject to the eMRP Policy. When applied to websites, the eMRP Policy considers Price Information found outside-the-cart (or other container), in-the-cart (or other container), and at checkout to be covered by the eMRP Policy.
• Violations of the eMRP Policy. Discounting of the Designated eMRP for a Covered Product, including, without limitation, advertising, offering or providing coupons, gift cards, rebates, free accessories, bundling with additional products, or payment of sales tax for the customer – will be regarded as a violation of this eMRP Policy if the net retail price for the Covered Product is less than the Designated eMRP after deducting the value of the coupon, rebate, gift card, accessory, bundled product, or covered sales tax. HOWEVER, EACH RESELLER REMAINS FREE TO ESTABLISH ITS OWN SELLING PRICES.

Changes Relevant to the eMRP Policy. Additional information regarding the eMRP Policy may be issued by Arteriors from time to time. Arteriors will endeavor to provide prior notice of each new Designated eMRP or change in the Covered Products. Arteriors will communicate each Designated eMRP and such change through the price list(s) or product list(s) provided or made available by Arteriors. However, Arteriors takes no responsibility for ensuring that You receive updates or revisions to the eMRP policy and Designated eMRPs. The latest versions will be available to You on Arteriors’ website at http://www.arteriorshome.com/eMRP

5. Consequences of Violating this Policy. Although Resellers remain free to establish their own prices, Arteriors without assuming any liability, will take the following actions following verification by Arteriors to its satisfaction that a Reseller has violated this Policy:

• First Violation : A first violation will result in an emailed notice from Arteriors identifying the violation and the required remediation. Any identified violations are to be corrected within twenty-four (24) hours. As proof of remediation, Retailer will send Arteriors an email with the URL link(s) showing the correction. Failure to correct identified violations may result in the issuance of a second violation notice.
• Second Violation : A second violation will result in an emailed notice from Arteriors identifying the violation and the required remediation. Failure to correct identified violations within twenty-four (24) hours will result in Arteriors placing a hold on the Retailer’s orders until the violation is corrected. As proof of remediation, Retailer will send Arteriors an email with the URL link(s) showing the correction.
• Third Violation : A third violation will result in an emailed notice from Arteriors identifying the violation. Arteriors will cancel all open orders, refuse to accept new orders, and terminate the relationship with the Retailer.

Arteriors will consider each violation based on its own facts, and any decision by Arteriors to discontinue the supply of Arteriors’ product cannot be appealed. Retailers will have 24 hours from transmission of the e-mail notice to correct any and all identified violations. Arteriors may unilaterally decide to review a Retailer’s status—including any suspensions or terminations—after an independently determined period of time.

Only Arteriors can determine if a violation of this Policy has occurred, and Arteriors alone is responsible for enforcing its eMRP Policy when it determines that the Policy has been violated. The details of Arteriors’ enforcement decisions will be strictly between the Retailer that has violated the eMRP Policy and Arteriors. Arteriors’ salespeople are not allowed to discuss these details with other Retailers, and they cannot modify the Policy’s provisions.

Arteriors has unilaterally implemented this eMRP (Electronic Minimum Retail Price) Policy in accordance with its right to choose the Clients with whom it wishes to work. Just as a Client may cease purchasing Arteriors’ products at any time and for any reason, Arteriors reserves its right to cease doing business with any Client with or without cause.

6. Additional Provisions. This Policy does not constitute an agreement between any Reseller or other party and Arteriors. Each Reseller must independently choose whether to comply with the terms of this Policy. Arteriors neither solicits, nor will it accept, any assurance of compliance with this Policy from any Reseller or other party. This Policy is not negotiable and will not be altered for any individual Reseller.

7. Questions, Additional Information, or Information Regarding Potential Violations. All questions or requests for additional information regarding this Policy and all information regarding potential violations of this Policy must be in writing and are to be addressed to Arteriors’ eMRP Policy administrator at [email protected]

Only the Policy Administrator or the Policy Administrator’s designated representative(s) is or are authorized to answer questions regarding this Policy, to comment on this Policy, or to accept information regarding potential violations.