LIFESEASONS, INC. UNITED STATES INTERNET MINIMUM ADVERTISED PRICE POLICY

(Effective Date: January 1, 2020)

LifeSeasons, Inc. (“LifeSeasons”) has determined that certain advertising practices undermine LifeSeasons’ trade reputation, brand, and premium image within the target consumer population and discourage LifeSeasons’ sellers from investing in the LifeSeasons product lines and providing the best possible service and support to consumers.  Accordingly, to protect the integrity of the LifeSeasons’ brand, LifeSeasons has adopted this unilateral Internet Minimum Advertised Price Policy (the “Policy”), which applies to all authorized sellers of LifeSeasons products in the United States of America.

Products Subject to IMAP Policy

The Policy applies to advertisements of the LifeSeasons products listed on the LifeSeasons IMAP Schedule (“Covered Products”).  The LifeSeasons IMAP Schedule will be made available to all sellers and may be amended by LifeSeasons in its sole discretion at any time.

The Internet Minimum Advertised Price

LifeSeasons is solely responsible for (1) establishing the internet minimum advertised price (“IMAP”) for each Covered Product and (2) communicating the IMAP to all sellers.  As of the Effective Date, the IMAP for Covered Products is fifteen percent (15%) off the Manufacturer Suggested Retail Price (“MSRP”) for a single item, as indicated by the current MSRP pricing supplied by LifeSeasons.  For example, if the MSRP for a single item is $10.00, then the IMAP is $8.50.  While sellers remain free to advertise and sell all LifeSeasons Products (including the Covered Products) at any price, it is a violation of this Policy for a seller to advertise any Covered Product through the internet or a mobile application at a price lower than the IMAP.

Internet Advertising and Advertisements

The terms “advertise” and “advertisement” include all promotional or pricing information displayed through the internet or a mobile application, including, but not limited to:

• online newspapers
• online catalogs
• online magazines
• online brochures
• 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 displayed online

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

• signage displayed within a brick-and-mortar selling location;
• 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); and
• pricing information displayed at the “final online checkout stage” (which is when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information) of a transaction.

What Constitutes a Policy Violation

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

• Offering coupons, discounts, seller rebates, or other inducements that, when applied, result in a price lower than the IMAP, including through use of a storewide sale, promotional code, or other similar provision that can be applied to Covered Products.
• Bundling Covered Products with other products or services (whether made by or provided by LifeSeasons or another entity) in a manner that implies below-IMAP pricing for the bundled Covered Product.
• Strikeouts or strikethroughs of pricing information, “see price in cart,” or other statements that suggest that a lower price for a Covered Product may be found at the final online checkout stage.
• Permitting any third party to alter the advertised price for any Covered Product.

Direct or indirect attempts to circumvent this Policy also violate this Policy.

It is not a violation to advertise:

• 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.
• Free or reduced-price shipping, as long as such offer applies to all or almost all other products offered by a seller in the same product category.

Please note that pricing information in the “shopping cart” or “checkout” stages 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.

IMAP Holidays and Promotions

LifeSeasons may announce IMAP holidays or promotions that are applicable to all sellers, during which periods a seller that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy.  LifeSeasons will notify all sellers of any such authorized promotions, generally not fewer than 30 days in advance.

This Policy Is Not an Agreement and Is Non-Negotiable

This Policy does not constitute an agreement between LifeSeasons and any other entity.  LifeSeasons does not solicit and will not accept any assurance of compliance with this Policy from any seller or other party.  Each seller 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 seller.

Non-Compliance

LifeSeasons will take the following actions against any seller that fails to comply with this Policy:

1. First Violation:  LifeSeasons will notify the seller in writing of such failure.
2. Second Violation:  LifeSeasons will notify the seller in writing of such failure and will immediately place the seller’s account on shipping hold for thirty (30) days.  LifeSeasons will revoke its acceptance of any pending orders, cancel any pending shipments to the seller, and not accept any new orders from seller during this 30-day period.
3. Third Violation:  LifeSeasons will terminate its business relationship with the seller.  LifeSeasons will revoke its acceptance of any pending orders and cancel any pending shipments to the seller.

Although LifeSeasons is not directing any seller to require that its customers comply with this Policy, a violation of this Policy by any such third party will constitute a violation by the seller.  The Policy will be enforced by LifeSeasons in its sole discretion and without notice.  Sellers have no right to enforce the Policy.

Policy Administration

LifeSeasons may update, revise, suspend, terminate, reinstitute, or modify this Policy at any time in its sole discretion.  LifeSeasons shall make any such modifications available to all authorized sellers.  If LifeSeasons changes the IMAP on any Covered Product, it will provide at least 30 days’ notice to sellers before such change takes effect.  LifeSeasons reserves its right to discontinue selling any Covered Product in its sole discretion, at any time, with or without notice.

No LifeSeasons employee or agent, including a seller’s sales representative, is authorized to modify, interpret, or grant exceptions to this Policy; solicit or obtain the agreement of any person to this Policy; or otherwise discuss any aspect of this Policy with any seller, including that seller’s or any other seller’s compliance with the terms of the Policy.  Any questions about this Policy should be submitted in writing and directed to LifeSeasons’ IMAP Policy Administrator at [email protected].  LifeSeasons will accept no other form of communication from sellers regarding the Policy.

This Policy is effective January 1, 2020 and supersedes all prior LifeSeasons policies and/or representations regarding minimum advertised prices or resale prices for LifeSeasons Products applicable to any seller.  To the extent that any provision, term, or agreement governing the relationship between LifeSeasons and any seller may be construed in a manner that is inconsistent with the terms of this Policy, the terms of this Policy control.

 

LIFESEASONS, INC. UNITED STATES MINIMUM ADVERTISED PRICE (MAP) POLICY

(Effective Date: June 1, 2017)

This policy is intended to identify the terms and conditions for the advertising of LifeSeasons products. Our brands and products are becoming leaders in the nutritional supplement industry by strong support, marketing and service for our independent retailer market. We are committed to maintaining a strong partnership with our independent retailer customers. When products are advertised at prices that are too low our products and brand suffer and this results in fewer retailers supporting our products. It is our responsibility to protect and nurture the quality and image of our brands and products. It is with this in mind that we are establishing a MAP Policy.

 

This Policy sets forth the terms and conditions of advertising for sale any LifeSeasons products.

1. LifeSeasons will establish a Minimum Advertised Price (“MAP”) for its products. The MAP may be adjusted by LifeSeasons at its sole discretion upon fourteen (14) days notice.

2. The MAP applies to all advertisements for any LifeSeasons products in any and all media, including, but not limited to: Internet or other electronic media, coupons, mailers, emails, inserts, newspapers, magazines, catalogs, mail order catalogs, television, radio.

3. The MAP is a maximum allowed advertised discount of fifteen (15.0) percent off the Manufacturer Suggested Retail Price (“MSRP”) for a single item, as indicated by the current pricing supplied by LifeSeasons, excepting there from any special promotion pre-approved in writing by LifeSeasons. LifeSeasons retains the right to modify MSRP at any time and will notify all dealers and distributors of such price modifications. All resellers and distributors must implement such modifications within sixty (60) days from the date of receipt of such notice, unless there is an existing alternate timeline for such modifications otherwise negotiated between reseller/distributor and LifeSeasons.

4. The MAP applies only to advertised prices and does not apply to the price at which LifeSeasons products are actually sold or offered for sale to an individual consumer within the reseller’s retail location. “Retail location” is defined as the physical place where end-users can physically buy and take immediate delivery of LifeSeasons products. The final sales price remains totally at resellers’ and distributors’ discretion.

5. This policy therefore prohibits any and all website and other internet references to prices below MAP with the exception of prices on the final checkout page after credit card and other billing information has been entered by the consumer.

6. The policy does not in any way limit the ability of a reseller to advertise generally for example that it “has the lowest prices” as long as LifeSeasons products are not advertised, either expressly or by implication, at a price less than MAP. If the advertising names LifeSeasons products explicitly, then the following are examples of advertising that would violate this policy as these examples would express or imply a price less than MAP for LifeSeasons products: “priced too low to show”, “prices so low we can’t advertise”, “instant discounts”, “instant rebates” etc.

7. LifeSeasons may periodically discontinue products or engage in promotions with respect to certain items. In such events, LifeSeasons may, at its discretion, modify or suspend the MAP with respect to the affected products by timely notifying all dealers of such change.

8. LifeSeasons will monitor, to the best of its ability, compliance with this policy. Failure to follow this policy may result in termination of relationship and therefore LifeSeasons will have the right to cease supplying the LifeSeasons products to the reseller or distributor. Such a violation may also result in the nullification of any promotional support agreements between LifeSeasons and the reseller or distributor.

This is a statement of LifeSeasons MAP policy. It is not an agreement or offer to form an agreement with any specific party. It is simply a description of the conditions under which LifeSeasons chooses to sell its products to its resellers or distributors.

If you have questions regarding this MAP policy, please contact your sales representative or email [email protected].