Minimum advertised Price (MAP) Policy

Effective

To preserve the value of TOQi Technologies LTD.’s reputation, brands and image, TOQi has established this unilateral policy (this “Policy) regarding the minimum advertised price (“MAP”) of its products. This Policy applies to all authorized dealers, distributors, wholesalers, retailers and any other resellers of TOQi products in Canada.

This Policy applies to all products sold by TOQi for which TOQi publishes a manufacturer’s suggested retail price (“MSRP”).[1] TOQi is solely responsible for establishing the MAP for each TOQi product covered by this Policy.

This Policy is not intended, nor is it to be interpreted, as an attempt by TOQi to set advertised or resale prices. This Policy is not an agreement between TOQi and any reseller or other party. TOQi is neither seeking nor accepting any input into how this Policy will be administered or maintained and does not require any assurance of compliance or other acknowledgment regarding this Policy. This Policy is strictly limited to advertised prices and it does not apply to the actual prices that reseller may charge for TOQi products.

This Policy is non-negotiable and will not be modified for any individual reseller. TOQi reserves the right to unilaterally modify, change, suspend, terminate, reinstate, or update this Policy at any time in its sole discretion without notice. TOQi shall make any such modifications available to all resellers.

Policy Terms

Except as otherwise provided in this Policy or stated in writing by TOQi, the MAP for any TOQi product covered by this policy is the MSRP for such product.

Although all resellers are free to advertise and sell all TOQi products at any price they choose, it is a violation of this Policy for a reseller to advertise any TOQi product at a price lower than the MAP. This Policy applies to all advertisements of TOQi products in any and all media, including but not limited to newspapers, magazines, catalogs, flyers, posters, mailers, inserts, coupons, television, radio, public signage, internet sites, and social media platforms, mobile/smart phone applications, reseller-initiated text messages or emails, or any other electronic or digital media.

This Policy does not prohibit responses to specific requests for price quotes by an individual customer provided the response is not automated and is provided in a personal communication to such customer. This Policy also does not prohibit offering free shipping, general advertisements offering to match competitors’ prices as long as the advertisement does not include advertised prices below the MAP and otherwise complies with this Policy, or any in-store advertising not distributed to consumers.

Pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this Policy. The “final online checkout stage” is the stage when the product is put into a shopping cart containing the customer’s name, shipping address, email address, and payment information. Pricing information in the “shopping cart” or “checkout” stages must be obscured so that it is not retrievable by shopping and pricing engines, and also must not be displayed on search page results within the reseller’s own website.

From time to time, TOQi may announce MAP holidays or other authorized promotions that are applicable to all resellers. During such periods a reseller that advertises a TOQi product in accordance with the terms of the authorized promotion will not be deemed to have violated this Policy. TOQi will provide notice to all resellers of any such authorized promotions through direct communication or through the TOQi website.

TOQi will take the following enforcement actions against any reseller that fails to comply with this Policy with respect to the advertisement of any TOQi product.

First Violation Reseller will receive written notice of the violation.

Second Violation Reseller will be suspended for a period of thirty (30) days, during which time TOQi will not ship products covered by this Policy to the reseller on any outstanding or new orders.

Third Violation Reseller with be suspended for a period of ninety (90) days, during which time TOQi will not ship products covered by this Policy to the reseller on any outstanding or new orders.

Fourth Violation Reseller will be terminated by TOQi or suspended for an indefinite period.

This Policy will be unilaterally enforced by TOQi in its sole discretion and without notice. Resellers have no right to enforce this Policy.

No TOQi Technologies LTD. employee, vender or sales representative, other than the MAP Policy administrator, has the authority to modify, interpret, or grant exceptions to this Policy, solicit or obtain the agreement of any of any person to this Policy, or otherwise discuss any aspect of this Policy with any reseller, including that reseller’s or any other reseller’s compliance with the terms of this Policy.

Any questions or comments concerning this Policy should be directed in writing to TOQi’s MAP Policy administrator at info@mytoqi.com.