Ayush Herbs Reseller & MAP Policy

AYUSH HERBS, INC. AUTHORIZED RESELLER POLICY
Effective Date: August 20, 2020
This Ayush Herbs, Inc. Authorized Reseller Policy (“Reseller Policy”) is issued by Ayush Herbs, Inc. (“Ayush Herbs”) and applies to Authorized Resellers of AYUSH HERBS® and/or R-U VED® products (“Product(s)”) in the United States of America.  By purchasing Products from an Authorized Ayush Herbs Distributor for retail sale, you (“Reseller”) agree to adhere to the following terms.  Until such status is otherwise revoked by Ayush Herbs in Ayush Herbs’ sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder.  Ayush Herbs may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any investigation, including, but not limited to, permitting inspection of Reseller’s facility and records related to the sale of the Products.

1.    Authorized Customers.  Reseller is authorized to sell Products to End Users.  An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party.  Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products.  Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Reseller shall not sell, ship, invoice, or promote the Products outside the United States of America without Ayush Herbs’ prior written consent.

2.    Online Sales.  Other than sales through an ePharmacy or other microsite operated by one of Ayush Herbs’ Authorized Distributors on behalf of Reseller, Reseller shall not advertise or sell Products on or through any website, online marketplace (including but not limited to, Amazon, eBay, Jet, Walmart Marketplace, or Sears Marketplace), mobile application, or other online forum without the prior written consent of Ayush Herbs, granted through execution by Ayush Herbs of the Ayush Herbs, Inc. Authorized Online Seller Agreement. The terms of this Reseller Policy supersede any prior agreement between Ayush Herbs and Reseller regarding the sale of the Products on or through websites, mobile applications, and other online forums.  Any authorization previously granted to Reseller by Ayush Herbs to sell the Products on or through a website, mobile application, or other online forum is hereby revoked.

3.    Sales Practices.  Reseller shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time.  Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Ayush Herbs. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Ayush Herbs.  To the extent Reseller intends to sell AYUSH HERBS® products, Reseller, if an individual, must have a current licensure/certification as a healthcare professional in good standing verified by an Authorized Distributor of Ayush Herbs (“HCP”), and if a business entity, must have an HCP as an owner, member, operator, manager, director, or similar authority involved with any sales of AYUSH HERBS® products.

4.    Product Care, Customer Service, and Other Quality Controls.
(a)    Reseller shall comply with all instructions provided by Ayush Herbs regarding the storage,handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Reseller shall store Products in a cool, dry place, away from direct sunlight.
(b) Reseller shall sell Products in their original packaging.  Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations are not permitted.  Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products.  Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging. Reseller shall not dilute Products.  
(c) Reseller shall not advertise or sell any Product that has been returned open or repackaged.
(d) Promptly upon receipt of the Products, Reseller shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”).  If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Ayush Herbs at customerservice@ayush.com or (425) 637-1400.
(e)    Reseller shall sell Products on a first-in-first-out (FIFO) basis.
(f)    Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall
remove those Products from its inventory.  Reseller shall not sell any Products that are expired or within 90 days of expiration.  Reseller shall destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Ayush Herbs.
(g) Reseller shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable guarantee or return policy.  Reseller must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.
(h) Reseller shall cooperate with Ayush Herbs with respect to any Product tracking systems that may be implemented from time to time.
(i) Reseller shall cooperate with Ayush Herbs with respect to any Product recall or other consumer safety information dissemination efforts.
(j) Reseller shall promptly report, to the extent permitted by applicable law, any customer complaint, adverse claim, and/or “serious adverse event” (as defined under 21 U.S.C. §379aa-1(a)(2)) regarding its customers’ the use of Products of which it becomes aware to Ayush Herbs at customerservice@ayush.com or (425) 637-1400. Reseller shall assist Ayush Herbs in investigating any such complaints, adverse claims, or “serious adverse event.”
(k) Reseller shall cooperate with Ayush Herbs in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

5.    Intellectual Property.  Reseller acknowledges and agrees that Ayush Herbs, Inc. or its licensors own all proprietary rights in and to the AYUSH HERBS® and R-U VED® brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Ayush Herbs IP”).  Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Ayush Herbs IP solely for purposes of marketing and selling the Products as set forth herein.  This license will cease upon termination of Reseller’s status as an Authorized Reseller.  All goodwill arising from Reseller’s use of the Ayush Herbs IP shall inure solely to the benefit of Ayush Herbs or its licensors.  Reseller’s use of the Ayush Herbs IP shall be in accordance with any guidelines that may be provided by Ayush Herbs from time to time and must be commercially reasonable as to the size, placement, and other manners of use.  Ayush Herbs reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Ayush Herbs IP at any time, without limitation.  Reseller shall not create, register, or use any domain name or any mobile application that contains any product name or any trademark owned by or licensed to Ayush Herbs, nor a misspelling or confusingly similar variation of any product name or any trademark owned by or licensed to Ayush Herbs.

6.    Termination.  If Reseller violates this Reseller Policy, Ayush Herbs reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice.  Upon termination of a Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Ayush Herbs Products or has any affiliation whatsoever with Ayush Herbs; and (iii) using all Ayush Herbs IP.

7.    Modification.  Ayush Herbs reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Ayush Herbs IP, or use of any other information or materials provided by Ayush Herbs to Reseller will be deemed Reseller’s acceptance of the amendments.

8.    Confidentiality.  This Reseller Policy, and its attachments, if any, constitute confidential, proprietary information of Ayush Herbs and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Ayush Herbs.

9.    Licensure Requirement. Upon Ayush Herbs’ request, Reseller shall promptly provide a copy of its valid (non-expired) health professional licensure to Ayush Herbs. Reseller is responsible for providing Ayush Herbs with a current licensure should the documentation on file with Ayush Herbs expire Ayush Herbs reserves the right to terminate any Reseller’s status as an Authorized Reseller for failure to provide Ayush Herbs with this documentation.

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AYUSH HERBS, INC.
UNITED STATES MINIMUM ADVERTISED PRICE POLICY
Effective October 20, 2020
Ayush Herbs, Inc. (“Ayush Herbs”), maker of Ayurvedic products under the AYUSH HERBS® brand, has determined that certain advertising practices undermine Ayush Herbs’ trade reputation, brands, and premium image within the target consumer population and discourage Ayush Herbs’ resellers from investing in the brand product lines and providing the best possible service and support to consumers. Accordingly, to protect the integrity of the Ayush Herbs brand, Ayush Herbs has adopted this unilateral Minimum Advertised Price Policy (the “Policy”), which applies to all authorized resellers of Ayush Herbs Products in the United States of America.

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

Ayush Herbs is solely responsible for establishing the minimum advertised price (“MAP”) for each Covered Product and communicating the MAP to all resellers. While resellers remain free to advertise and sell all Ayush Herbs Products at any price they deem appropriate, it is a violation of this Policy for a reseller to advertise any Covered Product at a price lower than the MAP. Such advertisements include, but are not limited to:
i. With the exception of the Permissible Promotions (as hereinafter defined), offering coupons, discounts, reseller rebates, or other inducements that, when applied, result in a price lower than the MAP, including through use of a storewide sale, promotional code, or other similar provision that can be applied to Covered Products.
ii. Bundling Covered Products with other products or services (whether made by or provided by Ayush Herbs or another entity) in a manner that implies below-MAP pricing for the bundled Covered Product.
iii. 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.
iv. 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; however, 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.

For purposes of this Policy, the terms “advertise” and “advertisement” include all promotional or pricing information displayed via any type of media, including, but not limited to, newspapers, catalogs, magazines, flyers, brochures, television, radio ads, billboards, signage (except signs displayed within a brick-and-mortar selling location), websites, blogs, social media, affiliate marketing networks/comparison shopping engines, reseller-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 communicated or conveyed via the Internet, and any other marketing or promotional materials, whether displayed online or through broadcast or other media.

Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this Policy. The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information. 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 reseller’s own website.

From time to time, Ayush Herbs may announce MAP holidays or promotions that are applicable to all resellers, during which 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 Policy (the “Permissible Promotions”). Ayush Herbs will notify all resellers of any such authorized promotions, generally not fewer than 30 days in advance.

Until otherwise announced by Ayush Herbs, the Permissible Promotions include:
i. The advertisement of free or reduced-price shipping on a Covered Product, as long as such offer applies to all other products offered by a reseller in the same product category and the value of the free or reduced-price shipping is reasonable; and
ii. A coupon, coupon code, reseller rebate, discount or similar inducement that can be applied to a Covered Product, provided that such coupon, coupon code, reseller rebate, discount or other inducement: (1) applies to all products offered by reseller or all products offered by reseller in the same category as the Covered Product; (2) does not specifically refer to any Covered Product or brand associated with the Covered Product; (3) does not provide a discount of more than twenty percent (20%) below the MAP; and (4) does not apply to online sales.

This Policy does not constitute an agreement between Ayush Herbs and any other entity. Ayush Herbs neither solicits nor will it accept any assurance of compliance with this Policy from any reseller or other party. 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. This Policy applies only to advertised prices and does not affect the prices that a reseller may charge for Ayush Herbs Products.

NON-COMPLIANCE
Ayush Herbs will take the following actions against any reseller that fails to comply with this Policy with respect to the advertisement of any Covered Product:
i. For a reseller’s first violation of the Policy, Ayush Herbs will notify the reseller in writing of such failure and will issue a written warning to reseller. Continued violation for a period of five (5) business days from the date of the notice of the first violation shall constitute a second violation.
ii. For a reseller’s second violation of the Policy, Ayush 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. Ayush Herbs will revoke its acceptance of any pending orders, cancel any pending shipments to the reseller, and not accept any new orders from reseller during this 30-day period. Continued violation for period of five (5) business days from the date of the second violation shall constitute a third violation.
iii. For a reseller’s third violation of the Policy, Ayush Herbs will terminate its business relationship with the reseller. Ayush Herbs will revoke its acceptance of any pending orders and cancel any pending shipments to the reseller.

Each reseller’s violation count under this Policy will reset twelve (12) months from the effective date of this Policy and every twelve (12) months thereafter. Although Ayush Herbs is not directing any reseller 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 reseller. The Policy will be enforced by Ayush Herbs in its sole discretion and without notice. Resellers have no right to enforce the Policy.
 

POLICY ADMINISTRATION
Ayush Herbs may update, revise, suspend, terminate, reinstitute, or modify this Policy at any time in its sole discretion. Ayush Herbs shall make any such modifications available to all authorized resellers. If Ayush Herbs changes the MAP on any Covered Product, it will provide at least 14 days’ notice to resellers before such change takes effect.

No Ayush Herbs employee or agent, including a reseller’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 reseller, including that reseller’s or any other reseller’s compliance with the terms of the Policy. Any questions about this Policy should be submitted in writing and directed to Ayush Herbs’ MAP Policy Administrator at MAP@ayush.com. Ayush Herbs will accept no other form of communication from resellers regarding the Policy.

This Policy is effective October 20, 2020 and supersedes all prior Ayush Herbs policies and/or representations regarding minimum advertised prices or resale prices for Ayush Herbs Products applicable to any reseller. To the extent that any provision, term, or agreement governing the relationship between Ayush Herbs and any reseller may be construed in a manner that is inconsistent with the terms of this Policy, the terms of this Policy control.

Ayush Herbs Minimum Advertised Price Schedule
Minimum Advertised Price (MAP) = Manufacturer Suggested Retail Price (MSRP)
Schedule last updated: 05/20/2023 Herbal Supplements UPC MAP
 

Liquid Preprations UPC MAP

AdrenOm (90)
891501001548 $33.00

Ashwagandha Adult Drops (2oz)
891501001050 $25.00

Amla Plex (10.6oz)
891501001012 $37.00

Ashwagandha Kids Drops (2oz)
891501001920 $25.00

Ayu-Phos (90)
891501001562 $38.00

Bacopa Drops (2oz)
891501001067 $25.00

AP Traveler (60)
891501001029 $36.00

Rentone Drops (2oz)
891501001340 $25.00

Arjuna Heart (90)
891501001036 $38.00

Kuffsoothe (8oz)
891501001630 $25.00

Ashwagandha (60)
891501001043 $27.00

Trifal Adult Drops (2oz)
891501001388 $25.00

Ashwagandha (120)
891501001449 $40.00

Trifal Kids Drops (2oz)
891501001890 $25.00

Ayu-Dep (60)
891501001494 $39.00

Tulsi Drops (2oz)
891501001593 $25.00

Ayu-test (60)
891501001326 $36.00

Massage Oils UPC MAP
Ayush Multi (90)
891501000428 $44.00

Narayan Oil (6oz)
891501001241 $24.00

Bacopa Plus (90)
891501001074 $42.00

Neem Oil (6oz)
891501001265 $24.00

Bio-Gymnema (90)
891501001081 $39.00

Cardio Support by RUVED UPC MAP
Boswelya Plus (90)
891501001098 $39.00

Wright Salt (8.4oz)
642392000604 $17.00

Bronchotone (90)
891501001906 $32.00

Carditone (60)
891501001111 $40.00

CoCurcumin (5oz)
891501001463 $47.00

Massage Oils UPC MAP
Curcumin 97% (90)
891501001128 $34.00

Eleg Fem (60)
891501001135 $36.00

Flucomune (90)
891501001142 $37.00

Guggal Lip (90)
891501001159 $36.00

High Omega-3 (60)
891501001968 $35.00

Livit-2 (90)
891501001180 $36.00

Macuna Plus (90)
891501001203 $44.00

Neem Plus (90)
891501001289 $38.00

Probiotic 100B (60)
891501001470 $49.00

Regu-Cycle (60)
891501001418 $38.00

Rentone (90)
891501001333 $37.00

Shilajeet Mumiyo (60)
891501001357 $36.00

Sitawari (90)
891501001364 $34.00

SupraMag (90)
891501001951 $25.00

Trifal (90)
891501001371 $31.00

Thyro-M (60)
891501001487 $30.00

Vegenzyme (90)
891501001401 $36.00

Schedule last updated: 06/20/2023 AYUSH PET HERBAL SUPPLEMENTS UPC MAP
AP-Guard (60 capsules)
891501001760
$36.00

CoCurcumin™ (5.2oz)
891501001654
$47.00

Livit-2 (90 Tablets)
891501001791
$36.00

Mobility Curcumin 97% (90 Capsules)
891501001784
$34.00

Neem Plus (90 Capsules)
891501001807
$38.00

Paingon™ (90 Caplets)
891501001777
$39.00

Paingon™ (60 Capsules)
891501001586
$25.00

Rentone (90 Caplets)
891501001814
$37.00

Stress+ Ashwagandha (120 capsules)
891501001425
$40.00

Trifal (90 Capsules)
891501001821
$31.00

AYUSH PET DROPS
Ashwagandha Stress Support Drops (2oz)
891501001838
$25.00

NeemEar +Skin Topical Drops (2oz)
891501001975
$32.00

Rentone Kidney Support Drops (2oz)
891501001876
$25.00

Trifal Digestive Support Drops (2oz)
891501001883
$25.00