1. Purpose

There are certain advertising practices that undermine the reputation, brands, goodwill, and premium image of Pure Encapsulations^®, Douglas Laboratories^®, Seroyal^®, Genestra Brands^®, Pharmax^®, UNDA^®, and Wobenzym^® products (“Products”) with our target consumer populations and discourage our authorized sellers from investing in our Products and providing the best possible service and support to consumers. To protect the integrity of our brands, Pure Encapsulations, LLC (“Pure”) is updating its unilateral Minimum Advertised Price Policy for the United States (“Policy”), which applies to all authorized sellers (“Sellers”) of our Products advertising to end user consumers in the United States. This Policy supersedes all prior policies or representations regarding minimum advertised prices or minimum resale prices for the Products applicable to Sellers.

2. The Minimum Advertised Price and MAP Schedule

The “minimum advertised price” (“MAP”) is the lowest price at which the Product may be advertised. We are solely responsible for (1) establishing the MAP for each Product and (2) communicating the Policy to all Sellers (including via directing any distributors to pass down the Policy to their resellers). This Policy does not affect the prices that a Seller may charge for Products. Sellers are free to sell Products at any price they choose. This Policy applies only to Sellers’ advertised prices, not selling prices. While Sellers remain free to advertise and sell all of our Products at any price, it is a violation of this Policy for a Seller to advertise any Product at a price lower than the MAP unless otherwise set forth herein. This Policy applies to advertisements of our Products listed on the Pure Encapsulations, LLC MAP Schedule, the current version of which is available at http://www.pureencapsulationspro.com/media/MAPSchedule.pdf. The MAP Schedule will be made available to all Sellers and may be changed by us at any time in our discretion. Sellers are responsible for reviewing the current MAP Schedule, but we will work to notify Sellers promptly when updates are made to it.

3. Advertising and Advertisements

The terms “advertising” and “advertisement” include all promotional or pricing information related to Products displayed in any type of media, including, but not limited to:

• Newspapers
• catalogs
• magazines
• flyers
• brochures
• television
• radio ads
• billboards
• outdoor signage
• websites
• blogs
• social media
• affiliate marketing networks/comparison shopping engines
• seller-initiated text messages or emails to customers or prospective customers
• mobile/smart phone applications
• banner ads
• online product ads
• paid search ads
• pay-per-click ads
• display ads
• mobile ads
• product listing ads
• sponsored links
• ads in any other media in a digital format that is conveyed via the internet
• any other marketing or promotional materials, whether displayed online, through broadcast, or other media

The terms “advertising” and “advertisement” do not include:

• Signage and other pricing information displayed within a brick-and-mortar selling location.
• Price-off coupons or promotional codes that are found on the Products or Product packaging and accessible only after a Product has been purchased.
• Webstores operated by licensed or certified medical professionals or health insurers (“Professionals”) exclusively for their direct patients, so long as pricing information is not visible to any consumer who is not logged in with a password-protected email. Passwords cannot be made available online, via a broadcast email, or through any other means by which a password is shared beyond the Professional’s direct patients.
• Pricing information displayed at the “Final Online Checkout Stage” (which is generally when the Product is put into an online shopping cart that contains the customer’s name, shipping address, email address, and payment information for a transaction). Please note that pricing information in the Final Online Checkout Stage must be obscured technically so that it is not retrievable by shopping and pricing engines and not displayed on search page results within the Seller’s own website.

4. Policy Violations and Permissible Promotions

Direct or indirect attempts to circumvent this Policy violate this policy. Other advertisements that violate this Policy include, but are not limited to:

1. Displaying the advertised price of the Product below the MAP.
2. Offering coupons, discounts, rebates, or other inducements that, when applied, result in an advertised price lower than the MAP, including through use of a storewide sale, category-wide sale, website-wide sale, promotional code, or other similar provision that can be applied to the Products.
3. Bundling Products with other products or services (whether made by or provided by Pure or another entity) in a manner that implies below-MAP pricing for the bundled Product(s).
4. Advertising any volume discounts or other promotions that would cause the per unit advertised price to be less than the MAP.
5. Strikeouts or strikethroughs of advertised pricing information, “see price in cart,” or other statements that suggest a lower price for a Product may be found at the Final Online Checkout Stage.
6. Permitting any third party to alter the advertised price for any Product.

It is not a violation to advertise the following, notwithstanding the prior advertisements that constitute violations in Section 4:

7. Customer-Initiated Solicitations for Price: That a customer may “call for price,” “text for price,” or “email for price,” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.
8. Free/Reduced Price Shipping: A free or reduced-price shipping advertisement as long as such offer applies to all or almost all other products offered by the Seller in the same product category.
9. Promotional Language: Use of phrases that advertise “the lowest prices,” “will match or beat competitors’ prices,” or similar phrases, so long as Seller does not include any advertised price below the MAP.
10. Subscriptions: “Subscribe and Save,” “Auto-ship and Save,” “Repeat Delivery,” or other subscription or auto-replenishment loyalty discount programs which result in a Product being advertised at a price lower than the MAP, provided that such programs (1) do not advertise a discount of more than ten percent (10%) below the Product’s MAP and (2) do not calculate the application of the promotion to the advertised price for the Product.
11. Loyalty or Rewards Programs: A loyalty, rewards, or like program offered by the Seller that can be used on the Product provided that the program: (i) is structured to genuinely reward and encourage loyal buying behavior; (ii) any rewards, points, or other loyalty benefits that can be applied to the Product must have been earned or accrued prior to the contemplated transaction of the Product; and (iii) the Seller cannot advertise that a prospective purchaser may sign up for the program during the transaction or checkout process of that Product to receive the promotional offer.
12. Subscription-Based Advertisements: Offering coupons, discounts, rebates, or other inducements that can be applied to the Products through an email or a personalized physical mailing to end users through a list of customers that have otherwise signed up to receive emails or physical mailings from the Seller.

5. This Policy Is Not an Agreement and Is Non-Negotiable

This Policy is not an agreement between Pure and any other entity. We do not seek and will not accept any promise of compliance with this Policy from any Seller or other party, and each Seller must independently choose whether to comply with this Policy. This Policy is not negotiable and will not be altered for any individual Seller.

6. MAP Holidays

We may announce MAP holidays or promotions that are applicable to all Sellers from time to time, during which periods a Seller that advertises a Product in compliance with the terms of the MAP holiday will not be considered to have violated this Policy. The MAP holidays or promotions will be set forth under the “Authorized Promotions Schedule” at the bottom of the MAP Policy page on the Pure Encapsulations Pro website here. Sellers are responsible for monitoring the Authorized Promotions Schedule and are encouraged to review the Schedule regularly, including at the beginning and middle of each calendar month, to remain informed of any upcoming and approved promotional periods.

During MAP holidays or promotions, it shall not be a violation of this Policy for a Seller to use influencers, ambassadors, or other affiliate marketing services to promote the Products on social media and to direct traffic to Sellers’ websites and/or brick-and-mortar storefronts, so long as such activities are operated in compliance with the terms of the announced MAP holiday or promotion.

7. Noncompliance

We will take the following actions against any Seller that does not comply with this Policy:

First Violation: Written notice.

Second Violation: Written notice and a 30-day shipping hold. We will revoke our acceptance of any pending orders, cancel any pending shipments to you, and not accept any new orders from you during this 30-day period. All distributors will be notified that you are not authorized to purchase products during this period.

Third Violation: Termination of business relationship and revocation of “authorized” status. We will revoke our acceptance of any pending orders and cancel any pending shipments to you. You will no longer be an “authorized” Seller of our products. All distributors will be notified that your authorized status has been revoked.

We will enforce this Policy in our sole discretion. Sellers have no right to enforce this Policy.

8. Policy Administration

We may update, revise, suspend, terminate, reinstitute, or otherwise modify this Policy at any time in our discretion, and any modifications will be made available to all Sellers.

Please note that our employees or agents cannot modify, interpret, or grant any exceptions to this Policy; cannot solicit or obtain the agreement of any person or entity to comply with this Policy; and cannot otherwise discuss any aspect of this Policy with any Seller, including any Seller’s compliance with the terms.

Any questions about this Policy should be sent in writing to our MAP Policy Liaison at AtriumMAP@us.nestle.com. We will not accept any other form of communication from Sellers regarding this Policy.