Gaia Herbs Minimum Advertised Price Policy

INTERNET MINIMUM ADVERTISED PRICE POLICY 

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Gaia Herbs, Inc., (“Gaia Herbs”) has determined that certain advertising practices undermine the trade reputation, brands, goodwill, and premium image of Gaia Herbs with its target consumer retail population and discourage its customers from investing in Gaia Products and providing the best possible service and support to consumers. To protect the integrity of Gaia’s brands, Gaia Herbs has unilaterally adopted this Internet Minimum Advertised Price Policy (“IMAP Policy”), which shall apply to all authorized sellers inclusive of but not limited to distributors, retailers, healthcare practitioners, and resellers, including catalogue and internet retailers, (collectively, “Resellers”) who advertise and/or resell Gaia Herbs®, Gaia Herbs Pro®, Salus®, and Floradix® products to end users in the United States via the internet.  

The Gaia Herbs IMAP Listing will be available to all Resellers via the schedule located on each brand website, which may be amended by Gaia Herbs at its sole discretion at any time. Resellers are responsible for visiting the relevant URLs and reviewing the Gaia Herbs IMAP Listing. Gaia Herbs is solely responsible for (1) establishing the IMAP for each Covered Product and (2) communicating the IMAP to all Resellers. The IMAP for such products is set forth in the current Gaia Herbs IMAP Listing for each Covered Product. If Gaia Herbs changes IMAP on any Covered Product, it will provide notice to Resellers before such a change takes effect. 

This Policy does not constitute an agreement between any reseller or other party and Gaia Herbs. Each reseller must independently choose whether to comply with the terms of this Policy. This policy is not negotiable and will not be altered for any individual Reseller. While Resellers remain free to advertise and sell all Gaia Herbs products (including Covered Products) at any price, it is a violation of this IMAP Policy for a Reseller to advertise any Covered Product at a price lower than MAP. 

This IMAP Policy is effective December 1, 2021, and supersedes all prior Gaia Herbs policies or representations regarding minimum advertised prices or resale prices for the Covered Products applicable to Resellers. 

For the purposes of this IMAP Policy, an Advertised Price includes promotional or pricing information published in any form displayed through the internet or a mobile application, including but not limited to: mobile devices, e-mail, social media sites, blogs, online newspapers, online magazines, online flyers, online brochures, display advertising in any form, search results, product detail pages, e-commerce shopping carts, category pages, loyalty program pages, affiliate marketing networks, comparison shopping engines, mobile/smart phone applications, banner ads, paid search ads, sponsored links, automatic shipment and subscription program pages, and other customer-facing content that is conveyed via the internet. 

Advertisements that violate this IMAP Policy include, but are not limited to: 

• Offering (via the advertising means above) coupons, discounts, rebate offers, or other inducements that, when applied, result in a price lower than the IMAP, 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 Covered Products.
• Bundling Covered Products with other products or services (whether made by or provided by Gaia Herbs or another entity) in a manner that implies below IMAP pricing for the bundled Covered Product(s).
• Creating volume discount, or multi-packs using Covered Products in a manner that implies below IMAP pricing for the individual Covered Product used in a multipack.
• Strikeouts or strikethroughs of pricing information, “see price in cart,” “Add to Cart to See Price” or other statements that suggest a lower price for a Covered Product may be found at the checkout stage.
• Permitting any third party to alter the advertised price for any Covered Product; and
• Direct or indirect attempts to circumvent this IMAP Policy. 

Notwithstanding the prohibitions above, it is not a violation to advertise the following:

• Advertising via means other than the internet or mobile applications, such as signage displayed within a brick-and-mortar selling location or print-only advertising.
• That a customer may “call for price,” “text for price,” or “email for price,” if no price is listed and no automated call, text message, or “bounce-back” email is used in response. 
• A free or reduced-price shipping advertisement if such offer applies to all or almost all other products offered by the Reseller in the same product category.
• “Subscribe and Save,” “Auto-ship and Save,” “Repeat Delivery,” or other subscription or auto-replenishment loyalty discount programs which result in a Covered Product being advertised at a price lower than the IMAP, provided that such programs do not advertise a discount of more than ten percent (10%) below the Covered Product’s IMAP, except that any “Subscribe and Save,” “Auto-ship and Save,” “Repeat Delivery,” or similar discounts on Gaia Herbs Pro® products cannot exceed five percent (5%).
• A coupon or coupon code that can be applied only to the first-time purchase of a Covered Product (except Gaia Herbs Pro® products), provided that such coupon or coupon code does not provide a discount of more than fifteen percent (15%) below the IMAP.
• A gifted product, which may be a Covered Product (except any Gaia Herbs Pro® product), with purchase of Covered Product(s), provided that the gifted product has a normal retail value of thirty dollars ($30) or less, and the gifted product is only available to customers purchasing fifty dollars ($50) or more of products.
• The price on any “check-out page” of any Reseller’s website or related internet site (typically the page at which the end user has placed a product into their shopping cart that contains the customer’s name, shipping address, email address, and payment information of a transaction), provided, however, that pricing information in the shopping cart or the checkout page must be obscured technically so that it is not retrievable by shopping and pricing engines and not displayed on search page results within the Reseller’s own website.   

The IMAP policy does not establish maximum advertised prices. All resellers may offer Gaia Herbs products at any price more than the minimum advertised price established for such a product. 

Gaia Herbs reserves the right to engage in IMAP holidays, cooperative promotions, and other short-term promotions with respect to certain products, including Covered Products. In such events, Gaia Herbs reserves the right to modify or suspend the IMAP Policy on a limited basis with respect to such products and pre-approved promotions. During such promotional periods, a Reseller that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the IMAP Policy. These IMAP holidays and/or authorized promotions will be identified on the Authorized Promotions Schedule within this policy. Gaia Herbs recommends Resellers to review the Policy and Authorized Promotions Schedule on a quarterly basis.  

The terms of this IMAP Policy are confidential and should not be disclosed to other parties. This IMAP Policy has been established and will be enforced unilaterally by Gaia Herbs to help ensure brand integrity, and may be adjusted, suspended, terminated, reinstituted, or modified at any time by Gaia Herbs in its sole discretion. Any such modifications will be made available to all Resellers.  

If Gaia Herbs determines that a Reseller has violated this IMAP Policy, Gaia Herbs will take the following actions. 

First Violation:  

For a Reseller’s first violation, Gaia Herbs will notify the Reseller in writing of such failure. 

Second Violation:  

For a Reseller’s second violation, Gaia Herbs will notify the Reseller in writing of such failure and will immediately place the Reseller’s account on shipping hold for thirty (30) days.  Gaia Herbs will revoke its acceptance of any pending orders, cancel any pending shipments to the Reseller, and not accept any new orders from the Reseller during this thirty (30) day period. 

Third Violation: 

For a Reseller’s third violation, Gaia Herbs will notify the Reseller in writing of such failure and will immediately place the Reseller’s account on shipping hold for ninety (90) days. Gaia Herbs will revoke its acceptance of any pending orders, cancel any pending shipments to the Reseller, and not accept any new orders from the Reseller during this ninety (90) day period. 

Fourth Violation:  

For a Reseller’s fourth violation, Gaia Herbs will terminate its business relationship with the Reseller and revoke the Reseller’s “Authorized” status. Gaia Herbs will revoke its acceptance of any pending orders and cancel any pending shipments to the Reseller. 

No Gaia Herbs employee or agent is authorized to modify, interpret, or grant any exceptions to this IMAP Policy; solicit or obtain the agreement of any person or entity to comply with this IMAP Policy; or otherwise discuss any aspect of this IMAP Policy with any Reseller, including any Reseller’s compliance with the terms.