MAP POLICY AGREEMENT

SECTION 1: MINIMUM ADVERTISED PRICING POLICY


True Grace Nutrition, LLC, a Wisconsin limited liability company (“True Grace”) is one of the premier providers of dietary supplements in the United States. True Grace maintains a significant investment in a consistent brand image, emphasizing both high quality and performance. In keeping with this carefully cultivated image, True Grace believes that its dietary supplements and other related products (collectively, the “True Grace Products”) should be advertised at prices that reflect that image.


This Policy is also intended to support the efforts of authorized True Grace distribution channel partners (collectively, “resellers”) as they endeavor to provide an appropriate level of service, merchandising, advertising, and promotion in the support of True Grace’s strategy for True Grace product offerings and in turn, the True Grace brand image. These value-added activities performed on behalf of True Grace resellers are encouraged, and this Policy is intended to support the business health of its resellers to ensure that these efforts continue and continuously improve over time.


This Policy is applicable to all resellers. True Grace will not support a reseller’s advertising or promotional activities through media that could diminish the value of the True Grace brand.


This Policy is in addition to and separate from all other programs and policies intended to establish a strong brand presence, allowing the end customer an experience that is commensurate with True Grace’s emphasis on high quality and performance.


  1. SCOPE OF POLICY

This Policy applies to all online and offline advertising and promotion for True Grace Products by True Grace resellers. This includes placements on any and all media, including, without limitation, reseller websites, social networks, print, radio, television, search engines, banner ads, broadcast e-mails, landing pages, online marketplaces, etc., that are associated with or in connection to reseller in any manner.


This Policy applies only to advertised prices and does not apply to the price at which the True Grace Products are actually sold to an end customer. Resellers remain free to sell True Grace Products at any prices they choose.


  1. COVERED PRODUCTS & MINIMUM ADVERTISED PRICES

All True Grace Products are covered under this Policy. True Grace Products identified by True Grace as “discontinued” shall not be subject to this Policy. Minimum Advertised Prices are expressed in a percentage off of the True Grace suggested retail price. True Grace’s list prices will be made available to each reseller in printed form and will be sent via e-mail to each reseller, and will serve as the Manufacturer Suggested Retail Price (MSRP).


The Minimum Advertised Price for all True Grace Products is as follows:


ALL TRUE GRACE PRODUCTS

Not more than 15% off the MSRP

 

  1. ADVERTISING PRICES AND APPLICATION

  • a) The advertised price of a True Grace Product covered by this Policy cannot represent a discount deeper 15% off of the MSRP (the “Minimum Advertised Price” or “MAP”).

  • b) Resellers may advertise True Grace Products at any price in excess of the MAP.

  • c) Resellers may advertise that customers can request a price quotation from reseller by indicating that customers may “Add to Cart for Price”, so long as no price is listed.

  • d) The “shopping cart” price on a reseller’s website is not considered an advertised price.

  • e) The price listed on a reseller’s website that can only be viewed by a customer after e-mailing for price, texting for price, entering a unique individual login and password, or taking a substantially similar action is considered an advertised price, and is prohibited by this MAP Policy.

  • f) Promotional gift cards, instant rebates, and other promotional activities that serve to effectively lower the advertised price below the MAP are not permitted when shown on the same page, email, or banner ad as True Grace Products.

  • g) The following actions by a reseller will not decrease the effective advertised price of a True Grace Product covered by this Policy:
    • Payment of applicable sales taxes
    • Offering free shipping
  • h) True Grace, at its sole discretion, reserves the right to declare specific items within True Grace Product categories exempt from this policy. These items will be declared as “MAP exempt” and will be communicated to all resellers.

  • i) This MAP Policy applies to any activity which True Grace determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy.

  • j) True Grace, at its sole discretion, reserves the right to declare periods of time where the MAP Policy will not be in effect. These will be declared as “MAP holidays” and will be communicated to all resellers in advance of the time period.

    1. ENFORCEMENT

    Policy violations, as determined at True Grace’s sole discretion, will be considered based on a rolling 12-month timeframe from the last violation:


    First Violation:

    True Grace will send a written notice advising the reseller that it is not compliant with this Policy. The reseller will be given one business day from the date of the written notice to make the required changes to become compliant. If after one business day, the reseller is still not in compliance with this Policy, it will be considered a second violation.


    Second Violation:

    True Grace will send a written notice advising the reseller that they are not compliant with this Policy for a second time and that six months’ of promotional support and cooperative marketing funds will be withdrawn.


    Third Violation:

    True Grace will send a written notice advising the reseller that they are not compliant with this Policy for a third time and the right to purchase True Grace Products and use trademarks will be terminated. After a period of 12 months, True Grace may consider, at its full discretion, reinstatement of a reseller.


    These warnings are issued as a courtesy to True Grace’s resellers; however, in the event that True Grace determines any reseller has violated this Policy, True Grace reserves the right to terminate any reseller’s status as such at any time and without prior notification.


    1. POLICY ADMINISTRATION

    This Policy shall be unilaterally administered by True Grace, and shall be effective only in the United States. True Grace does not seek consultation with any reseller, nor will True Grace accept an agreement with any reseller regarding this Policy or the pricing at which any reseller decides to sell True Grace Products.


    This Policy replaces and supersedes any prior MAP policies for True Grace Products. Published list prices, this Policy, and the Minimum Advertised Prices published within, are subject to revision by True Grace at its sole discretion at any time.


     

    EFFECTIVE AS OF JUNE 14, 2021

    Show Your True Self.

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