MINIMUM ADVERTISING PRICING POLICY

Authorized Vendors

 

Youtheory and/or Nutrawise Corporation (“Nutrawise”) has established a Minimum Advertising Pricing (“MAP”) Policy which all of its distributors, brokers, resellers, and retailers must follow in advertising and marketing Youtheory and/or Nutrawise Products (hereinafter collectively referred to as “Nutrawise Products”).  Nutrawise has developed this unilateral MAP Policy in order to build and maintain the integrity of the Youtheory and Nutrawise brands and to build brand equity, retailer confidence and consumer service and satisfaction.  As such, all sales of Nutrawise Products through retail outlets, the Internet or otherwise are subject to this MAP Policy.  By purchasing, otherwise acquiring, holding for sale or selling to end consumers Nutrawise Products, each person or entity by such action voluntarily acknowledges receipt, understanding and intent to comply with the terms and conditions of this MAP Policy. Nutrawise reserves the right to update this MAP Policy at any time upon reasonable notice and posting of such updated MAP Policy on its website and/or distribution in writing to distributors, brokers, dealers, and retailers.

 

Authorized Retailers:

 A Nutrawise authorized retailer (“Retailer”) includes any person or entity who or which obtains Nutrawise Products for resale through established and approved distributor and broker channels.  Retailers agree to follow this MAP Policy when advertising Nutrawise Products for sale to end customers. Unauthorized retailers have no rights to sell Nutrawise Products under any circumstances.

 

MAP Policy Guidelines:

 If a Retailer chooses to advertise a price for a Nutrawise Product, the Nutrawise Product may not be advertised, either expressly or by implication, at a price less than twenty percent (20%) below Manufacturer’s Suggested Retail Price (MSRP), or less than the MAP published on the Nutrawise and Youtheory websites, or less than the amount listed on the Nutrawise or Youtheory official price list supplied to Retailers, a current copy of which is included below hereto as Exhibit “A.”  Any advertisement for a Nutrawise Product which shows a price below the MAP for the Nutrawise Product will be considered a violation of this MAP Policy. This MAP Policy is directed at advertised prices only and not at the prices actually charged by Retailers. Retailers remain free to establish their own resale prices of any and all Nutrawise Products based upon their own preferences.

MAP applies to advertising of Nutrawise Products in any and all media, including but not limited to, print ads (inserts, magazines, newspapers, etc.), broadcast (radio, TV, instant messaging), catalogs and other direct mail, faxes, outdoor (billboards, banners, etc.), and internet or similar electronic media (websites, banner ads, broadcast emails, mobile phone messaging, destination pages, etc.), and any flyers, posters or coupons.

 

Internet Pricing: 

Any price information related to Nutrawise Products on any Internet website is considered to be “advertising” and must conform to this MAP Policy. MAP applies to all websites and other Internet reference sites, either expressed or implied, except for references contained solely on invoices or final website checkout/shopping cart displays showing purchases by end consumers at the end of the purchase process online.  Advertising that expresses or implies a price below MAP which results in a price displayed below MAP other than at final checkout is in violation of this MAP Policy.  Retailers are responsible for ensuring their pricing is at or above the MAP on any and all Internet search engines.

 

Promotional Discounts:

 If Nutrawise authorizes a promotional discount program for a Nutrawise Product, Retailers may advertise a price for that Nutrawise Product during the promotional discount program period which is lower than MAP (but not lower than the promotional discount), pursuant to the written authorized terms of the promotional discount program.

 

Price Matching Policies:

 Price matching cannot be accepted as a valid reason for violations of this MAP Policy.  Retailers shall not consider it permissible to advertise prices below the MAP in order to meet competition.

 

Enforcement:

Nutrawise shall have full discretion in enforcing its MAP Policy. In determining the price at which Nutrawise Products are or were advertised, the value of any “free” or “discounted” product, free shipping, other items provided with the purchase, coupons, or rebates may be considered.

Immediately following verification that a Retailer has advertised any Nutrawise Product at a price less than the MAP, Nutrawise may, without assuming any liability, cancel all orders, indefinitely refuse to accept any new orders, advise any distributor to refuse any order from any Retailers and/or terminate any relationship with any Retailer.  Nutrawise may also revoke the right to purchase any Nutrawise Products from Nutrawise, revoke eligibility to receive special pricing or volume discounts, revoke free freight privileges, and revoke marketing support, co-op advertising, etc.

Upon imposing sanctions for violation of this MAP Policy, Nutrawise will send written notice to the offending Retailer listing the sanctions imposed and stating when the sanctions will take effect.

Nutrawise expressly reserves the right to advertise its own products directly to consumers at any price at any time in its sole discretion to assist with cash flow, inventory control, or any other company/business need.

If any legal action, arbitration, or other proceeding in brought for enforcement of this MAP Policy, or because of an alleged dispute, breach, default, or misrepresentation in connection with this MAP Policy, the successful or prevailing party will be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relied to which they may be entitled.

This Map Policy, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the State of California.  Any action or proceeding brought to enforce this MAP Policy will be commenced and maintained in the county of Orange, State of California.

 

Unilateral Policy:

 This MAP Policy is not an agreement or an offer to form an agreement with any Retailer, it simply describes unilateral conditions under which Nutrawise may, in its sole discretion, choose to supply or sell Nutrawise Products to Retailers.

 

 

Exhibit “A” MAPP Pricing

United States

 

MAPP Pricing United States

Item / Product NameMAPMSRPUPCSKU
Collagen 1 & 3 / 120 ct9.5911.99853244003005RC.00300
Collagen Advanced 1, 2 & 3 / 160 ct12.7915.99853244003074AC.00307
Collagen Advanced 1, 2 & 3 / 290 ct18.3922.99853244003036AC.00303
Collagen Advanced 1, 2 & 3 / 390 ct12.3915.49853244003029AC.00302
Collagen Powder / 4.7 oz10.3912.99853244003760CP.00376
Collagen Powder / 10 oz20.7925.99853244003227CP.00322
Collagen Protein Shake / 24 oz29.5936.99853244003081PS.00308
Collagen Protein Shake / 35.5 oz18.3922.99853244003562PS.00356
Collagen Liquid / 14 oz17.5921.99853244003111CL.00311
Collagen Liquid / 14 oz – 2 pack17.5921.99853244003586CL.00358
Slimming Citrus Fruit / 60 ct11.9914.99853244003807CF.00380
Slimming Citrus Fruit Advanced / 60 ct15.9919.99853244003838CFA.00383
Slimming Citrus Fruit Advanced / 120 ct18.3922.99853244003906CFA.00390
Hyaluronic Acid / 60 ct11.9914.99853244003258HY.00325
Hyaluronic Acid Advanced / 120 ct23.1928.99853244003234HA.00323
Joint Collagen / 60 ct11.9914.99853244003241JC.00324
Joint Collagen Advanced / 120 ct23.1928.99853244003333JA.00333
Maca Root / 60 ct7.999.99853244003616MR.00361
Maca Root / 120 ct17.5921.99853244003708MR.00370
Maca Root / 240 ct15.9919.99853244003883MR.00388
Maca Powder / 12 oz19.9924.99853244003890MP.00389
Marine Collagen / 160 ct13.5916.99853244003135MC.00313
Marine Collagen / 290 ct20.7925.99853244003142MC.00314
Mens Collagen Advanced / 160 ct12.7915.99853244003524ACM.00352
Mens Collagen Advanced / 290 ct18.3922.99853244003517ACM.00351
Mens Collagen Advanced / 390 ct14.7918.49853244003579ACM.00357
Mens Collagen Protein Shake /  24 oz35.9944.99853244003494BPS.00349
Mens Joint Collagen / 60 ct15.9919.99853244003487JCM.00348
Mens Joint Collagen Advanced / 120 ct23.1928.99853244003470JAM.00347
Men’s Joint Complex (UC2) / 60 ct22.3927.99853244003845JUC2M.00384
Mens Joint Complex (UC2) / 120 ct20.7925.99853244003777JUC2M.00377
Mens Maca / 60 ct7.999.99853244003630MRM.00363
Mens Maca / 120 ct17.5921.99853244003715MRM.00371
Mens Revive / 60 ct11.9914.99853244003548RXM.00354
Mens Revive Advanced / 120 ct25.5931.99853244003531RXM.00353
Resveratrol Superfruit / 160 ct15.9919.99853244003104RS.00310
Resveratrol Superfruit / 290 ct15.9919.99853244003166RS.00316
Resveratrol Advanced Anti-aging / 160 ct17.5921.99853244003098RA.00309
Resveratrol Advanced Anti-aging/  290 ct27.9934.99853244003159RA.00315
Revive / 60 ct9.5911.99853244003197RV.00319
Revive Advanced / 120 ct23.9929.99853244003203RX.00320
Sleep Powder / 4.58 oz11.1913.99853244003951SP.00395
Sleep Powder / 6 oz17.5921.99853244003968SPA.00396
Sleep Powder Advanced Packet / 45 ct18.3922.99853244003814CTN.SPA.00381
Turmeric / 60 ct10.3912.99853244003388TU.00338
Turmeric Advanced / 60 ct13.5916.99853244003982TA.00398
Turmeric Advanced / 120 ct23.9929.99853244003371TA.00337
Women’s Maca Root Advanced /120 ct17.5921.99853244003876WMR.00387
Collagen Powder Packet / 21 ct17.5921.99850502007058CTN.CP.00705
Sleep Powder Packets / 21 ct11.1913.99850502007034CTN.SP.00703
Sleep Powder Advanced Packet / 21 ct17.5921.99850502007027CTN.SPA.00702