Perma Blend Pigments has adopted a Unilateral Minimum Advertised Price Policy (“UMAP Policy”) on (01/01/2022). This UMAP Policy will help ensure that our products are appropriately promoted and underscores the significant brand equity associated with our products in the market. Distributor will comply with this UMAP Policy. Failure to comply may result in Perma Blend Pigments ceasing to sell Products to Distributor, temporarily or permanently.

1. This UMAP Policy is effective as of 01/01/2022.

2. The UMAP Policy applies only to Products that are listed on the then-current UMAP price list.

3. Products listed on the UMAP price list may not be advertised at a price less than the price listed on the then-current UMAP price list.

4. This Policy applies to advertised Products, not to the actual selling price. For purposes of this Policy, an “advertisement” includes any print or electronic media of any kind, including, but not limited to, all website pages and banners, social media (e.g. Facebook, Instagram, Twitter, WhatsApp, Snapchat), emails, blogs, and other marketing or promotional materials.

5. Advertising that implies a price lower than the UMAP, is a violation of this Policy. Examples of such violations include:

a. Advertising instant reward promotions (include % or money off), in cart or the point of purchase;

b. BOGOF – Advertising that a UMAP Product is included in a “buy one, get one free” promotion;

c. Advertising that a UMAP Product is the gift in a “gift in order” promotion;

6. Advertising that indicates a distributor will match the advertised price of another Perma Blend Pigments authorized distributors shall not be deemed a breach of this UMAP Policy, PROVIDED THAT the advertised price for UMAP Products returns to UMAP as soon as the lower price is no longer advertised by the authorized distributor that is subject to comparison.

7. Perma Blend Pigments will determine whether a breach or the UMAP Policy has occurred in its sole discretion.

8. In the event a Distributor fails to comply with this Policy, and without limiting Perma Blend Pigments rights and remedies under the Agreement, Perma Blend Pigments may follow the unilateral Enforcement Process set forth below. However, Perma Blend Pigments reserves the right to take action against any Distributor without providing any notice.

1st Violation: Perma Blend Pigments may issue a warning letter the Distributor via email. The Distributor will have 24 Hours from the receipt of the warning letter to correct the violation. If the violation is not corrected within this period of time, a second violation will be deemed to have occurred.

2nd Violation: The Distributor may not receive shipments of Perma Blend Pigments Products for 30 days. The Distributor will have 24 Hours from the receipt of the notice of second violation to correct the violation. If the violation is not corrected within this period of time, a third violation will be deemed to have occurred.

3rd Violation: Distributors may not have access to Perma Blend Pigments Products for a period of 365 days. The distributor will have 3 business days from the receipt of the notice of the third violation to correct the violation.

The date of the violation will be as determined by Perma Blend Pigments. Each violation with respect to a UMAP Product will remain on record for 1 Year following the Distributor’s last violation for that product.

1. Penalties for violating this UMAP Policy include but are not limited to excluding Distributors from participating in corporate programs and promotions, limiting the supply of Distributor products, canceling existing orders, refusing new orders, or unilateral termination of account.

2. The failure of Perma Blend Pigments to apply consequences to a Distributor for an unknown violation of this Policy shall not constitute a wavier by Perma Blend Pigments of its right to take any action it deems necessary in the future for any violation of this Policy. No Distributor or third party shall have the right to force Perma Blend Pigments to enforce this Policy against any other person or entity, including any other Distributor.

3. No employees or sales representatives of Perma Blend Pigments or its group companies has any authority to discuss any actual or alleged violation of this UMAP Policy.

4. Time to time Perma Blend Pigments may allow a Distributor to promote a sale or coupon but the promotion must be approved in writing by the Perma Blend Pigments first.