MAP Policy

Sadaf Minimum Advertised Price (MAP) Policy

Effective Date: This Minimum Advertised Price Policy (“MAP Policy”) is

effective as of September 20th, 2022. This policy covers all products listed

on the Sadaf website (www.sadaf.com)

Purpose: Soofer Co., Inc. dba Sadaf (Sadaf or Sadaf Foods) has spent

decades building a strong reputation, following, and brand value among the

end-user consumers of its products. In order to preserve Sadaf’s

hard-earned reputation for providing high value products, to further its

image and competitiveness in the ecommerce marketplace, and to

encourage dealers, distributors and resellers of Sadaf products to invest

time and resources in preserving the value and reputation of Sadaf

products, it has established a MAP Policy for Sadaf brands and products

for ecommerce.

This policy solely covers ecommerce and online sales, including but

not limited to, any sales from any website, whether owned and

operated by a Sadaf customer or downstream reseller, in addition to

sales on any third party platforms or marketplaces, such as Amazon,

Walmart, Kroger, or other marketplaces. This policy does not cover

sales at brick and mortar outlets or physical stores.

Additionally, this policy does not affect or alter any goodwill, intellectual

property, trademark or other Sadaf or Soofer Co. property. To the contrary,

all such rights and property remain the sole and complete ownership of

Sadaf and Soofer Co.

This policy applies to all resellers of Sadaf products regardless of whether

they are direct purchasers from Sadaf and/or Soofer Co. or purchase Sadaf

products from a Sadaf distributor or other Sadaf customer.

This MAP Policy is intended to allow consumers to purchase from resellers

to protect Sadaf’s reputation and brand image. It is further created in the

interest of protecting both resellers and consumers.A reseller’s failure to comply with this MAP Policy can significantly detract

from and diminish the perceived value of Sadaf brands and products. The

global impact of the internet can cause great harm to any company's

products if they are advertised at prices that will eliminate legitimate retail

competition.

As such, Sadaf is hereby requiring our resellers to follow our MAP Policy.

Although each reseller remains free to establish its own advertising and

pricing policy, Sadaf requires that any advertising of its products and use of

our trademarks meet certain minimum criteria. Additional terms are defined

below and apply to all products within the Sadaf family of brands and

products.

Guidelines

1. The MAP Policy shall apply to any Sadaf Product currently covered

by this Policy (the “Covered Product,

”) listed on Sadaf’s website

(www.sadaf.com ), or provided by other notice, and as updated by

Sadaf from time to time and without notice.

2. Sadaf always offers a Suggested Retail Price/MSRP for every

Covered Product. However, Resellers may establish their own actual

resale prices.

3. Violations occur if the Advertised or Listed Price of a Covered

Product is less than the Minimum Advertised Price established by

Sadaf.

4. This MAP Policy applies to any and all Advertised Price of Sadaf

products related to ecommerce in any and all media outlets including

but not limited to, flyers, posters, coupons, mailers, inserts,

newspapers, magazines, catalogs, mail order catalogs, internet or

similar electronic media, banners, television, radio and public

signage.

5. Notwithstanding the foregoing, the MAP Policy is not applicable to

any in-store advertising for in-store purchase only. The inclusion in

advertising of free or discounted products, with a product covered bythis MAP policy, would be contrary to the MAP policy if it has the

effect of discounting the advertised price of the covered product

below the Minimum Advertised Price.

6. The MAP Policy applies only to ecommerce listed and/or advertised

prices and does not apply to the price at which the products are

actually sold or offered for sale to an individual consumer. Resellers

of Products covered by the MAP Policy remain free to sell such

products at any prices they elect as long as the price adjustment is

first displayed and applied during the checkout process.

7. The Minimum Advertised Price also includes all discounts,

deductions, rebates and allowances offered (not including Sadaf

rebates or coupons) and excludes all taxes and insurance charges to

be paid by customer.

8. Shipping costs, if any, are excluded from the calculation.

9. This MAP Policy does not establish maximum advertised prices. All

authorized Sadaf resellers may offer Sadaf products at any price in

excess of the Minimum Advertised Price for such products.

10. The MAP Policy does not, in any way, limit the ability of any

reseller to advertise that "they have the lowest prices" or, they "will

meet or beat any competitors’ price,

" that consumers should "call for

a price" or phrases of similar meaning as long as the price advertised

or listed for the product is not less than the Minimum Advertised

Price.

11. Sadaf may, in its sole discretion, discontinue certain Covered

Products or engage in promotions with respect to certain Covered

Products. In such events, Sadaf reserves the right to modify or

suspend the MAP Policy with respect to the affected Products the

most updated information found on the Sadaf.com website. Sadaf

further reserves the right to unilaterally adjust the minimum

advertised price with respect to any, all or certain Products at its sole

discretion by listing or changing same on its website. No further or

additional notice on Sadaf’s part will be given, though Sadaf, in its

sole discretion, may choose to provide separate notice through other

mediums. It is the responsibility of the reseller to keep up to date with

Sadaf’s posted MSRPs on sadaf.com. To the extent that Sadaf12. 13. 14. through promotions or sales reduces prices below the Minimum

Advertised Price, that promotions or sale price shall become the new

Minimum Advertised Price for the during of such promotion or sale.

Sadaf reserves the right to enforce this policy against any activity

which Sadaf, in its sole discretion, determines to be intended to

circumvent the purpose of this MAP Policy. Sadaf, in its sole

discretion, shall determine whether any Listed and/or Advertised

Price is in violation of this Policy.

Sadaf, at its sole discretion, may grant waivers to the MAP Policy.

In order to be effective, such waiver must be in writing by Sadaf’s

MAP Policy Administrator. Sadaf employees, regardless of their title

or position, are not authorized to grant waivers or in any way modify

Sadaf’s MAP Policy. Any alteration or deviation from the terms of any

waiver which is granted by the Sadaf MAP Policy administrator is a

violation of this MAP Policy.

A Reseller (directly or through a Distributor) engaging in any of the

following activities or equivalents in connection with any Covered

Products is a violation of this Policy unless expressly authorized by

Sadaf or unless otherwise directed by this Policy:

a. A strike-through of any MSRP or “regular price” and/or the

failure to show a price for any Covered Product referenced,

except to the extent created by authorized third party

marketplace such as Amazon.

b. The price for a Covered Product does not appear on the initial

webpage or the price varies between the initial webpage and an

in-the-cart price.

c. An invitation to click, rollover, visit a location (such as a website,

store or showroom) or otherwise communicate to obtain a price.

d. Advertising or promoting a trade-in offer for any products in

connection with any Covered Products.

e. Selling on any third-party website is strictly prohibited and

requires written authorization from Sadaf to do so. This

includes: Amazon, Ebay, Walmart, Kroger or any other platform

not owned by the reseller.15. f. Any tactics which Sadaf determines are intended to circumvent

the application of this Policy.

If Sadaf, in its sole discretion, determines that a reseller has

violated, or intends to violate this MAP Policy, Sadaf reserves the

right to cancel or restrict any pending or future orders, or otherwise

suspend a reseller’s account or request that the reseller be removed

from the ecommerce platform as a seller of the brand.

Exemptions:

Exemptions to the Policy are as follows:

1. The website owned and operated by a Sadaf customer or

downstream retailer, and not on any third party marketplace platform.

2. Individualized email (not including automated email) in response to a

specific customer inquiry.

3. In-store materials at a brick-and-mortar location that simply state the

price the Covered Products may be purchased, including

point-of-sale signs, price stickers and hangtags (but not including

signage visible outside a brick-and-mortar location).

4. Advertising and promotional materials (including printed catalogs)

that cannot reasonably be modified prior to the effective date of this

Policy or a change in the MAP(s), the current Covered Products or

this Policy until revision is reasonably available.

5. An offer under one or more special programs (if any) designated by

Sadaf.

6. A card benefit, coupon or other discount, as long as it may be applied

to most of the products offered by Reseller or, in the case of a

category-wide sale (such as thread) most of the products in the

category.

7. The accrual and application of “points” or other things of value in

connection with the purchase of any Covered Product so long as the

points are accrued from and may be applied to most of the products

offered by Reseller in an equal manner.

8. The offer to a Reseller’s employee for personal use (not for resale).Additional Terms & Conditions

This MAP Policy applies to all Sadaf Resellers located in the United States.

Any “FAQs” or information posted by Sadaf are intended to help answer

questions only and are not part of the Policy.

Nothing contained herein shall create or be deemed to constitute any type

of relationship, obligation, or duty on the part of Sadaf.

Each of the provisions in this MAP Policy is separate, distinct, and

independent of the others. As such, if any provision hereof or herein is held

to be invalid for any reason or otherwise unenforceable, such invalidity or

unenforceability shall not affect the validity or enforceability of the other

provisions hereof.

Definitions

The “MAP Policy” or “Policy” means this policy.

A “Covered Product” is a product designated by Sadaf to be subject to this

MAP Policy.

“Advertised Price” is calculated as specified above and includes any offer

or price at which a Covered Product is made available in any way (whether

through advertising, promotion, proposal, quotation or otherwise and

regardless of place or medium used) and offers made by or on behalf of

Reseller containing Price Information, including, but not limited to,

conventional advertising (e.g., newspapers, magazines, direct mail,

catalogs, radio and television) and Electronic Content.

“Price Information” means any information regarding price, 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 or value).“Electronic Content” means all electronic advertisements and any

information accessed through a hypertext link or “http,

” a mobile app or

site, social media, internet shopping sites, marketplaces and comparison

search engines, electronic solicitations, messaging, webcasts, e-mail and

chat.

“Reseller” means each Dealer (including distributors selling to end users or

through a distributor enterprise) officially designated and/or authorized by

Sadaf.

Questions, Assistance, and Reporting

All questions or requests for additional information regarding this MAP

Policy or information regarding potential violations of this MAP Policy, must

be in writing and addressed to:

Sadaf Foods

MAP Policy Administrator

2828 Alameda Street

Los Angeles, CA 90058

MAP@sadaf.com