DiversiTech Online Sales & Advertising Policy

DiversiTech has adopted this Online Sales & Advertising Policy (“the Policy”) with respect to certain ranges of DiversiTech owned branded products. In particular, DiversiTech has determined that adoption of this Policy is an important component of our strategy to properly support online sales, preserve and protect the value of our intellectual property and our rights therein. DiversiTech partners with the finest distributors who inventory and represent our products to the HVAC contractor in line with our business model. The Policy seeks to ensure that the DiversiTech line of products is supported with aggressive marketing, effective product presentation, pricing, placement and pre- sale and post-sale customer care and support. This Policy is subject to change at any time by DiversiTech, at our sole discretion, and becomes unilaterally effective immediately as of 10/01/2020.

This Policy applies to all purchasers of DiversiTech products who buy directly from DiversiTech (“DiversiTech Customers”) and who now or hereafter sell DiversiTech products online in North America. DiversiTech Customers are required to abide by this Policy. In addition, DiversiTech Customers must notify their customers of this Policy and ensure that their customers who resell DiversiTech products online also adhere to this Policy. DiversiTech Customers and sub-tier purchasers of DiversiTech products are collectively referred to as “Resellers” in this Policy.

Online sales are prohibited for DiversiTech own branded product on 3rd party websites that are not owned and operated by the Reseller:

Examples of 3rd party websites are including but not limited to: Amazon, Amazon Business, Walmart, eBay, Home Depot, Lowes, Wayfair, Google Express, Alibaba, ThomasNet, eWorldTrade, Wholesale Central.

Except as provided above, DiversiTech owned branded products may be marketed and sold via an online transaction provided the following requirements are maintained by DiversiTech Customers and Resellers:

a. Adhere to DiversiTech’s unilaterally imposed Minimum Advertised Price (iMAP) policies (applies to select DiversiTech owned branded products); see www.diversitech.com/salespolicies

b. Include DiversiTech model number, product description, features, pictures, specifications and any enhanced content available

c. Provide live customer telephone-based support during normal business hours, Monday through Friday

d. Provide secure shopping cart and SSL certification for the full online transactional process

e. Clearly disclose warranty, return and shipping policies

f. Offer ship to location and click-n-collect transactional models

g. Provide order status updates and order tracking

h. Observe the highest standards of fair dealing, positively contribute to maintaining the reputation of DiversiTech and its channel partners, and refrain from any deceptive practices, including, but not limited to, bait and switch, misrepresentation of product quantities available for immediate sale, or misrepresentation of product features, consumer benefits, or operational characteristics;

i. Keep and maintain only up-to-date product information and materials regarding DiversiTech owned branded products on websites;

j. Utilize and maintain DiversiTech owned brand and visual standards, trademarks, and intellectual property according to the brand standards guidelines (available at: www.diversitech.com/brandstandards);

k. Must not use any DiversiTech owned brand name in a root URL

l. Reseller website must clearly designate the website owner/operator; Reseller website may not be referenced as DiversiTech owned and/or operated

m. Online Resellers using online advertising (i.e. banner ads, pay-per-click, SEM, etc.) who include any DiversiTech owned brand name(s) in the advertisement must use a destination URL that brings the customer to a page containing the relevant DiversiTech owned branded products.

We expect our DiversiTech Customers to adhere to this Policy based on the benefits stated above. DiversiTech will monitor the practices of the Resellers with respect to this Policy. If we discover that a DiversiTech Customer is not acting in accordance with this Policy (including the DiversiTech Customer’s obligation to notify its customers of this policy and to monitor its customers’ adherence to this Policy), we will make a unilateral decision whether or not to take action. Such action may include removal of the DiversiTech Customers’ listing from the DiversiTech website, withholding cooperative advertising or marketing funds, terminating the DiversiTech Customer as a seller of the item or items being sold or marketed in violation of this Policy, or ceasing to do business with the DiversiTech Customer altogether. Such a decision will be made solely by our management.

This is a unilaterally adopted Policy. The Policy is not a contract, or an offer to form a contract or agreement. DiversiTech does not ask, and will not accept, any agreement about a DiversiTech Customer’s choice to follow the Policy. Prices set forth in DiversiTech’s policies do not constitute minimum selling prices, does not require any customer to charge a particular price for any DiversiTech owned branded product. DiversiTech Customers remain free to sell DiversiTech products at the prices they choose.

This Policy applies to online marketing and sales activities ONLY. A DiversiTech Customer currently operating under other DiversiTech channel policies should continue to abide by such preexisting policies in addition to this Policy.

The DiversiTech Online Sales & Advertising Policy administrator is the only DiversiTech representative authorized to answer questions regarding this Policy. Any comments or questions you may have regarding this Policy or its implementation or enforcement should be directed to the DiversiTech Online Sales & Advertising Policy administrator at salespolicyenforcement@diversitech.com

DiversiTech Corporation. Duluth, GA 30397