FOOT TRAFFIC USA, LLC

MINIMUM ADVERTISED PRICING
AND INTELLECTUAL PROPERTY USE POLICY

(October 7, 2014 Version)
(Updated April 21,2016)

Foot Traffic has adopted this Minimum Advertised Pricing and Intellectual Property Use Policy ("MAP/IP Use Policy"), as more fully described below, to promote advertising that best supports Foot Traffic's superior brand image. Foot Traffic will apply the MAP/IP Use Policy to any person or entity who purchases and resells Foot Traffic products ("Customer"). The MAP/IP Use Policy is a unilateral policy of Foot Traffic, and is not and shall not be deemed to be a part of or incorporated into any agreement that Foot Traffic has with any Customer.

A violation of the MAP portion of the Policy occurs any time a Customer advertises a Foot Traffic product in Covered Media at a price below the applicable Minimum Advertised Price (defined below). A violation of the Trademark/Copyright Use portion of the Policy occurs anytime a party fails to comply with the Trademark Use Guidelines (defined below). The MAP Policy is not intended to and shall not be deemed to set or limit the prices at which Customers resell Foot Traffic products, which each Customer is free to set unilaterally.

ADVERTISED PRICES

Customers may not advertise in Covered Media any Foot Traffic product at a price which is less than two (2) times the current wholesale price for the product as stated on the invoice for goods or in any other written notice from Foot Traffic to the Customer ("Minimum Advertised Prices"). In other words, the sale price advertised for all goods must include a markup of no less than fifty percent (50%). Foot Traffic in its sole discretion may adjust Minimum Advertised Prices at any time.
Customers must not advertise any bundle of one or more Foot Traffic products with the product of another company, with the effect of reducing advertised prices below the applicable Minimum Advertised Prices for the Foot Traffic products.
Customers must not advertise two or more Foot Traffic products at a bundled price more than twenty percent (20%) below the total of applicable Minimum Advertised Prices for the products.
Internet auctions may not display or have a reserved bid or other acceptable prices at a price which is less than the Minimum Advertised Price as defined in Paragraph 1 of this Minimum Advertised Pricing Policy...
A Customer must not use a different name, or sell or transfer Foot Traffic products to another company or affiliate in which Customer has a direct or indirect financial interest, ownership, or control, in order to advertise Foot Traffic products at prices which violate the MAP Policy. The name of all seller store fronts must be provided to Foot Traffic.
The MAP Policy applies only to Customer advertising in Covered Media, and not to actual prices at which a Customer resells or offers Foot Traffic products for sale by telephone or within a "brick and mortar" in-store retail location. Customers are free to resell Foot Traffic products at whatever price they choose.
The following advertising content will not violate the MAP Policy in the absence of other prohibited content: advertising without any reference to price; advertising that states "call for price", "add to basket to see price", or similar statements; or advertising that offers to match or beat prices of competitors.
The Minimum Advertised Price must be exclusive of any fees such as shipping and handling. In other words, the Customer may not combine a shipping charge with the item price to meet the MAP price.

GENERAL TERMS

The MAP Policy applies to Internet, email, radio, television, catalogs, flyers, and any other media used to advertise Foot Traffic products (collectively, "Covered Media").
The terms of the MAP Policy do not apply to, and Covered Media does not include: in-store displays, banners, and price markings on Foot Traffic products; individual written quotes to separate purchasers; or individual written agreements, purchase orders, and invoices with separate purchasers. The Trademark/Copyright Use portion of this Policy, however, applies to all use of Foot Traffic licensed intellectual property, meaning trademarks, copyrights and design rights (collectively the "Foot Traffic IP").
The terms of the MAP Policy apply to the public portion of a Customer website and other Internet sources, but do not apply to website "checkout" pages or "shopping cart" pages where a purchaser makes a final purchase election, or secure portions of a Customer website which are password-protected.
Foot Traffic may terminate any agreement with, or decline to make further sales to, a Customer who violates any terms of the MAP/IP Policy, subject to such warnings and advance notice as Foot Traffic may provide on a case by case basis.
Foot Traffic is not limited by the terms of the MAP/IP Use Policy, and will exercise its own judgment in determining the Customers with which it will do business, subject to the terms of any written agreement with each Customer.
The MAP/IP Use Policy is a unilateral policy of Foot Traffic and is not a contract or agreement with any Customer. Foot Traffic, in its sole discretion, may modify or terminate the MAP Policy at any time.
The MAP Policy is confidential and Customers must not disclose the MAP Policy or communications on same to any other party.
Customers must direct questions regarding the MAP/IP Use Policy in writing only to Charles Barnard, the Chief Executive Officer and founder of Foot Traffic. No other Foot Traffic representative is authorized to communicate about the MAP/IP Use Policy with Customers.
The MAP/IP Use Policy applies to all Customers.
Foot Traffic may choose to offer special promotions or designate certain products as closeout items. In such an event Foot Traffic may modify or suspend this MAP portion of this Policy, in whole or in part, by notifying Customers of the duration and nature of such change. Foot Traffic also recognizes that some Customers may wish to reduce pricing to clear out seasonal or discontinued inventory and will consider written requests from Customers to allow limited exceptions to the MAP Policy.
The MAP/IP Use Policy shall be governed by United States law and the laws of the State of Missouri, U.S.A. Any Customer who orders Foot Traffic products agrees by virtue of having placed an order, that, should any dispute arise between Foot Traffic related to or arising from this Policy, the state and federal courts located in Jackson County, Missouri, shall be the exclusive venue for any action, suit or proceeding. Customer also waives any objections to venue including, but not limited to, forum non convenient.

FOOT TRAFFIC'S IPUSE POLICY

Foot Traffic ("Licensor"), in conjunction with providing products to its Customers and in accordance with its License Agreement with Charles Barnard ("Barnard"), has granted to Customers a limited, nonexclusive, royalty free, non-transferable, non-sub licensable and revocable license to use Foot Traffic's licensed intellectual property (copyrights, trademarks, and design rights, collectively the "Foot Traffic IP", including the registrations and pending registrations identified in Exhibit A) solely upon and in connection with the distribution, advertisement, promotion, marketing and/or sale of Foot Traffic products, subject to the terms and conditions set forth herein. Any rights not expressly granted are reserved and held exclusively by Foot Traffic and/or Barnard.
By placing a product order, Customer acknowledges and expressly agrees that (a) the Foot Traffic IP is owned by Barnard and rightfully licensed to Foot Traffic, (b) the goodwill associated with, Andalusia of, the Foot Traffic IP by Customer will inure tithe benefit of Barnard and/or Foot Traffic, and (c) that Customer shall acquire no ownership, goodwill rights, or any rights of any kind or nature related to the Foot Traffic IP by virtue of use of same, or this Agreement, other than as set forth specifically herein. Furthermore, Customer shall not dispute or contest, directly or indirectly, Barnard's ownership in and to the Foot Traffic IP, nor shall Customer assist or aid others, whether directly or indirectly, in doing so.
Customer shall not adopt or seek to register or take any action to use or establish rights in any name, mark, word (in any language), work of authorship, character, trade dress, invention, symbol, design, or other intellectual property that is substantially or confusingly similar to or otherwise would infringe upon or violate Licensor's right, title and interest in and to the Foot Traffic IP during the term of this Agreement, any extension and/or renewal thereof, and for a period of five (5) years thereafter. After the end of the five (5) year period, any infringement of the Foot Traffic IP by Customer shall be adjudicated in accordance with state, federal and common law.
Customer shall use all Foot Traffic IP in accordance with all applicable laws and Customer will take no action likely to damage or impair the quality image and goodwill associated with the Foot Traffic IP or impairs its ability to enforce same.
Foot Traffic does not warrant or represent that it is the exclusive owner of the Foot Traffic IP, and Customer waives any implied warranty to this effect.
Customer must conspicuously and correctly indicate the registered status of all Foot Traffic IP (e.g., "®"or "TM"), in a form specified by the Foot Traffic Brand Book or, if a form is specified, then Customer shall utilize the correct status markings for the jurisdiction or utilize such markings as Foot Traffic shall subsequently require by written notice to Customer. Check the Brand Book for the most recent and comprehensive list of Foot Traffic IP.
Any use of theFoot Traffic IP that vary in any way from the approved format set forth in the Foot Traffic Brand Book by Customer must be approved in advance and in writing by Foot Traffic and must conform to the standards specified by Foot Traffic in its sole discretion. Any other use of the Foot Traffic IP by Customer will constitute a violation of this agreement and considered an act of willful and intentional infringement.With respect to any use of the Foot Traffic IP for which approval may be sought pursuant to this Paragraph 7, Customer must furnish to Foot Traffic, at its own expense, all items including, but not limited, to point of sale materials, store displays, sales materials and advertising, webpages, social media pages, or any other advertising or marketing materials bearing any of the Marks forefoot Traffic's prior written approval. Foot Traffic will have fifteen (15) business days from Foot Traffic's actual receipt to review and respond in writing to each of Customer's submissions. If Foot Traffic does not respond within such fifteen (15) business days of receipt, such submission shall be deemed disapproved. Customer must disclose all sources for any artwork not supplied by Foot Traffic. Customer does not have any right to bring a claim against Foot Traffic for damages or other remedy by reason of Foot Traffic's failure or refusal to grant any approval referred to in this Section.
Customer may, subject tithe Foot Traffic Brand Book, use any of the Foot Traffic IP on the Internet (including, without limitation, on websites or in metatags). Any use of the Licensed IP on the Internet must not include any content that (i) infringes the intellectual property or other rights of a third party; (ii) is obscene, defamatory, unreasonably objectionable or offensive to actual or potential users of the site; or (iii) is likely to give rise to civil or criminal liability. Any website operated or authorized by Customer must include: (a) standard encryption technology for providing secure transactions and protecting the transfer of personal information; and (b) a privacy policy compliant with all applicable privacy laws that fully describes the information collection and use practices of Customer.
Customer must promptly notify Foot Traffic in writing of all instances of any potentially conflicting or infringing use of any of the Foot Traffic IP or any potentially confusingly similar or conflicting intellectual properties that may come to its attention. Foot Traffic has the exclusive right, at foot Traffic's expense, to determine what action, if any, is to be taken in each such instance. All damages or other monetary relief recovered in such action by reason of a judgment or settlement, whether or no such damages or other monetary relief, or any part thereof, represent or are intended to represent injury sustained by Customer, will be paid to Foot Traffic. Customer does not have any right to bring legal action against Foot Traffic for damages or for any other remedy by reason of Foot Traffic's failure to prosecute an alleged act of counterfeiting, infringement, imitation, unfair competition or dilution.
If any claim, demand or suit for infringement is asserted against Customer based on Customer's use of the Foot Traffic IP, Customer must give Foot Traffic immediate and timely notice of such claim, demand or suit, and Foot Traffic will have the right at its discretion to handle such a claim, demand or suit in any manner whatsoever. Customer must cooperate with Foot Traffic in the defense or settlement of any such claim, demand or suit.
Customer acknowledges that, if it breaches of any of its covenants, agreements, or undertakings related to its use of the Foot Traffic IP, Foot Traffic will be immediately and irreparably harmed in a way that cannot be readily ascertained or remedied by damages in an action at law. Accordingly, notwithstanding any other provisions of this Agreement, Foot Traffic is entitled to equitable remedies, costs, and damages as a court of competent jurisdiction may allow, including injunctions and reasonable attorneys' fees, for any breach of this Policy. Any and all rights in and to the Foot Traffic IP which are not expressly granted to Customer are hereby reserved by Foot Traffic. Any one or more of such reserved rights, including, but not limited to the right to use the Foot Traffic IP, may be exercised or enjoyed by the Licensor, directly or indirectly, at any and all times.
This Policy is binding upon Customer, as well as Customer's successors and assigns.

EXHIBIT A - LICENSOR IP

Intellectual Property Registrations and Pending Applications

LICENSOR TRADEMARKS

Trademark Registrations and Pending Applications

Trademark	Country	Status
Foot Traffic®	United States	Registered
Foot Traffic®	Canada	Registered
Foot Traffic®	European Union	Registered
Foot Traffic®	Japan	Registered
Foot Traffic®	WIPO	Registered
Foot Traffic™	China	Application Pending
Foot Traffic™	South Korea	Application Pending
Foot Traffic™	Taiwan	Application Pending
Fun. Fashion. Fit.®	United States	Registered
Fun. Fashion. Fit.™	South Korea	Application Pending
Fun. Fashion. Fit.™	Taiwan	Application Pending
Two by Four®	United States	Registered
Two by Four™	Taiwan	Application Pending
Confidence in Cotton™	United States	Application Pending
Confidence in Cotton™	Taiwan	Application Pending
Foot Traffic Fun. Fashion. Fit.™	China	Application Pending
FT® (Design Mark)	United States	Registered
FT™ (Design Mark)	South Korea	Application Pending
FT™ (Design Mark)	Taiwan	Application Pending
(Chinese Characters for Foot Traffic)	China	Application pending