Competition Guidelines 1.0

v1.0

RubberNetwork requires that all activities conducted by or over the Site fully comply with the letter and spirit of all applicable competition laws. These Guidelines are designed and intended to ensure such compliance. In some cases, the requirements of these Guidelines may exceed the strict requirements of the law, to ensure full compliance with those laws and to provide Participants with a marketplace characterized by fair and vigorous competition. Each capitalized term in these Guidelines is defined in the RubberNetwork.com, LLC Participant Agreement unless the term is otherwise defined in these Guidelines.

These Guidelines apply to the conduct of RubberNetwork.com, LLC, its officers and employees (collectively “RubberNetwork”). They also apply to the activities of Members (meaning those persons or entities having an ownership interest in RubberNetwork) and Board Managers of RubberNetwork in connection with their activities in governing and managing RubberNetwork, and to the dealings of all RubberNetwork Members, Buyers and Sellers (collectively, “Participants”) in transacting on the Site. RubberNetwork has not yet made all contemplated functionalities fully operational, or adopted operational exchange rules for all functionalities (including the aggregated purchasing, auctions, bulletin boards, catalogs and private transaction functions, discussed below). RubberNetwork reserves the right to revise or expand these Guidelines as it deems necessary; for example, to reflect new operational rules or new features and functionalities.

Access to the Site
1. RubberNetwork shall establish legitimate business criteria to control access to and participation in the Site, and shall apply them in a non-discriminatory manner. Access to and participation in the Site shall be open to any qualified Buyer or Seller, including Members, and shall not be denied based on whether the Buyer or Seller competes with any other participating Buyer or Seller, or on whether it buys or sells the same goods, materials and services elsewhere that it buys or sells over the Site.
2. RubberNetwork does not require Buyers or Sellers to transact any minimum amount of business over the Site or to otherwise use the services provided by RubberNetwork on the Site on an exclusive or semi-exclusive basis. RubberNetwork may in the future establish a minimum transaction threshold requirement, in part to encourage Buyers and Sellers to transact more business through the Site. Any such minimum threshold (i) shall not require Buyers or Sellers to conduct all of their sales over the exchange and (ii) shall not have the practical effect of excluding Buyers or Sellers from participating in the Site.
Limitations on Information Disclosures
1. In connection with RubberNetwork operations, it may be necessary for RubberNetwork to (i) obtain transactional information (including Competitively Sensitive Information); (ii) provide transactional information on an Aggregate Basis (as defined in the section entitled “Aggregate Information” of the Privacy Policy) to other Buyers and Sellers; and (iii) facilitate the communication of transactional information between Buyers and Sellers. The section entitled “Security” in the Privacy Policy describes the standard of care used by RubberNetwork to protect data and information under RubberNetwork’s control from misuse, loss or alteration.
2. Competitively Sensitive Information means company-specific confidential information concerning current or future competitive actions, strategies and plans, including current or future pricing, bidding, costs, supply, demand, customers, suppliers, purchasing, and product design. RubberNetwork shall not provide any Participant with Competitively Sensitive Information regarding any other Participants, except (i) as reasonably required to facilitate transacting over the Site between Buyers and Sellers; or (ii) in accordance with the policies described in the Privacy Policy. Buyers and Sellers shall not disclose or exchange Competitively Sensitive Information through the Site or in connection with any activity undertaken by the Participants over the Site, except in connection with legitimate transactions. Buyers will not have access on the Site to Competitively Sensitive Information of other Buyers.
3. RubberNetwork will be the sole owner of all transactional information related but not limited to aggregated buying, auctions, catalog transactions, or private area transactions. RubberNetwork may analyze this information for its own purposes (e.g., to offer additional value or new services to its customers by studying the trends and preferences of its users). It is not the current intention of RubberNetwork to sell, publish, or otherwise disseminate or provide access to such information to any person, including Members, Board Managers, Buyers, and Sellers. RubberNetwork will not change that intention without first consulting counsel and ensuring the adoption of adequate safeguards to ensure that such sale or publication is consistent with legal and regulatory obligations.
4. Bulletin boards if and when established with appropriate operational rules must have a defined purpose and topic of discussion, approved by the RubberNetwork General Counsel. Posted messages must relate strictly to the defined topic and may not contain Competitively Sensitive Information.
5. RubberNetwork will not establish, or permit the creation of, “chat” areas on the Site that would enable real-time discussions between Participants.
6. RubberNetwork will conduct periodic reviews of all content provided over the Site, to ensure that any information contained on the Site is in compliance with applicable competition laws and regulations and these Guidelines, and that there is no improper disclosure of Competitively Sensitive Information.
Aggregated Buying
1. In order to reduce transaction costs, obtain volume pricing, and increase buying efficiency for interested Buyers, RubberNetwork may facilitate the aggregation of Buyer’s purchases of certain goods, materials and services used, directly or indirectly, in the manufacture and sale of tire and rubber products.
2. In facilitating aggregated purchasing by Buyers, RubberNetwork shall not facilitate the aggregation of Buyers purchases where such aggregated purchasing might enable a group of Buyers to exercise unlawful, monopsony or anti-competitive buying power, or might enable the Buyers to coordinate activity in selling final products. To avoid any such concerns, RubberNetwork shall place restrictions on the types of goods, materials or services for which purchases are aggregated and the amount of the purchases aggregated, and shall limit access to information regarding such purchasing.

Auctions
1. Sellers should offer goods, materials and services for sale over the Site only if they have a good faith intention of selling them over the Site. Buyers should bid on goods, materials and services on the Site only if they have a good faith intention of actually purchasing them on the Site.
2. RubberNetwork may create standard methods or “templates” for conducting auctions designed to reduce transaction costs and increase the efficiency of transactions. Such templates may permit Buyers and Sellers to negotiate commercial terms (e.g., credit terms, shipping charges, discounts, warranties and the like).
3. Only Buyers and Sellers participating in a particular auction and any RubberNetwork employees involved in conducting the auction will have access to the names of the parties participating as well as the goods, materials and services being auctioned.
Catalogs and Private Transaction Areas
1. Sellers will offer goods, materials and services for sale in catalogs or private transactions areas only if they have a good faith intent to sell them over the Site. Sellers will not have access to information in the private transaction areas (or private catalogs) of competing Sellers. Buyers will not disclose Competitively Sensitive Information obtained from a Seller’s private transaction area (or private catalog).