MAP Sheet

Terry Naturally^® Minimum Advertised Pricing Policy for the United States

Effective Date: October 23, 2024

EuroPharma, Inc. (“Terry Naturally”) has determined that certain advertising practices undermine the reputation, brand, goodwill, and premium image of Terry Naturally’s products with our target consumer retail population and discourage Terry Naturally retailers from investing in the growth of Terry Naturally product lines and providing the best possible service and support to consumers. Therefore, Terry Naturally has adopted this Minimum Advertised Price (“MAP”) policy (the “Policy”), which applies to all Advertisements (as defined below) of Terry Naturally products by all retailers of Terry Naturally products (hereinafter, “Retailers”) advertising to end user consumers in the United States. This Policy supersedes all our prior policies or representations regarding minimum advertised prices or minimum resale prices for Terry Naturally products applicable to Retailers.

MINIMUM ADVERTISED PRICE 

MAP is established solely by Terry Naturally and will be communicated to all Retailers. MAP is the price that is designated for each product in Terry Naturally’s current Retail Price List minus 20%.  The products, Suggested Retail Prices (“SRPs”), and MAP may be changed from time to time at Terry Naturally’s sole discretion. If Terry Naturally changes the MAP on any product, it will provide at least 30 days’ notice to Retailers before such change takes effect.

It is a violation of this Policy for a Retailer to advertise any Terry Naturally product(s) at a price lower than the published MAP. 

While resellers remain free to sell Terry Naturally Products at any price, they deem appropriate, it is a violation of this Policy for a retailer to advertise any Terry Naturally Product at a price lower than the MAP. 

ADVERTISING SUBJECT TO THE POLICY

This Policy applies to all advertisements of Terry Naturally products in any and all media. An advertisement includes any and all promotional or pricing information accessible to consumers via any type of media, marketing, or promotional materials, including, without limitation:

• Flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogues, internet or similar electronic media including web sites, email and email solicitations, newsletters, television, radio, public signage, trade shows, billboards; and
• All forms of Internet advertising, including, without limitation, all websites and website pages and banners, social media, emails, blogs, portal sites, and search engines (including but not limited to Google, Google Shopping, Yahoo, etc.) whether or not products are sold from those sites. This includes prices listed in emails, search engines or placement of ads on any other website, including natural or paid search engine listings, shopping sites, marketplaces and auction sites. Internet sites that ask customers to utilize their shopping cart as a way of displaying pricing are in violation of this Policy. 

Direct or indirect attempts to circumvent this Policy will be considered a violation of this Policy. Such attempts may include, but are not limited to: 

• The use of any discount, gift card, coupon, giveaway, rebate offer or incentive (whether in the form of a special event, promotion, condition to doing business or otherwise) in any advertising by a Retailer where the cumulative effect is to reduce the advertised price of any Terry Naturally product(s) below the stated MAP for that product. 
• Advertisements that bundle or include free or discounted Terry Naturally products with other products or services (whether or not manufactured by Terry Naturally) if such bundling has the effect of discounting the advertised price of the Terry Naturally product below the MAP. In the case of bundles, the advertised price of the bundle must be equal to or greater than the total of the MAP of each product (from Terry Naturally or from other manufacturers) in such bundle. If other products in the bundle do not have a MAP, then retail prices must be used. Other products may be advertised as giveaways with the purchase of any Terry Naturally product, but the advertised value of such giveaway shall not exceed the MAP price for Terry Naturally plus the MAP or Retail Price of the other product. 
• Advertisements of multipack offers if the advertised price of the multipack is less than the quantity of product in the multipack multiplied by the respective MAP of the products that comprise said multipack.
• Strikeouts or strikethroughs of advertised pricing information, “see price in cart,” or other statements that suggest, indicate, or imply that a lower price may be found at the online checkout stage. 
• The use of another company’s website to display below MAP pricing and offering a link to your website.

An advertisement” does not include (i) any in-store advertising that is displayed only in the store and not distributed to any customer (including but not limited to, in-store displays, point-of-sale signs, hangtags or bar codes or similar marks on products or product packaging that merely states the related product’s price) or (ii) pricing information displayed at the Final Online Checkout Stage (which is 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 Retailer’s own website.  

Discontinued merchandise approved by Terry Naturally are excluded from the MAP Policy. This MAP Policy does not establish maximum advertised prices. All Retailers may offer products at any price in excess of the respective product MAP.

POLICY VIOLATIONS

Terry Naturally will monitor and review Retailers’ advertisements for violations of this Policy. Violations of the Policy shall be determined by Terry Naturally in its sole discretion. Retailers have no right to enforce the Policy and Terry Naturally will not communicate with any Retailer or third-party regarding violations of this Policy by others. 

Terry Naturally will take the following actions against a Retailer that fails to comply with the Policy: 

Terry Naturally reserves the right to not provide prior notice before taking action under this Policy.

POLICY MODIFICATIONS

Terry Naturally reserves the right at any time to modify, suspend, or discontinue this MAP Policy, in whole or in part, or to designate periods during which the terms of the Policy change or are not applicable. No Terry Naturally employee or agent is authorized to modify, interpret, or grant exceptions to this Policy for any Retailer. No person has authorization to modify this Policy or to solicit or obtain agreement of any person to this Policy, and any such modification or agreement is invalid. Any questions about this Policy should be submitted in writing and directed to Terry Naturally at [email protected]. 

UNILATERAL ACTION

This Policy does not constitute an agreement between any Retailer or other party and Terry Naturally. Terry Naturally is not seeking, and will not accept, any agreement or other assurance of compliance from any Retailer or other party to adhere to this MAP Policy. It is entirely within the discretion of the Retailer whether to comply or not comply. This Policy is non-negotiable and will not be modified for any Retailer. The Policy is not intended to control, influence, determine, limit, or affect in any way the actual prices at which Retailers ultimately sell Terry Naturally products to its consumers. The Policy is strictly limited to restrictions on advertised prices. Each Retailer remains free to determine its own resale price for Terry Naturally products.