Seroyal MAP Policy

Seroyal USA, Inc.
United States Minimum Advertised Price Policy
Effective October 1, 2018

Seroyal USA, Inc. (“Seroyal”) has determined that advertising its products at a price below levels that Seroyal deems sufficient to support a high level of service discourages the commitment and investment of our customers in the brand and undermines Seroyal’s trade reputation, brand, and image within the target consumer population.  To this end, Seroyal has adopted this unilateral Minimum Advertised Price (“MAP”) Policy (the “Policy”), which applies to all authorized sellers of Seroyal products in the United States (hereinafter “Resellers”).
 
The MAP will be established solely by Seroyal and communicated to Resellers of Seroyal products.  The MAP for each product is equal to the retail price listed for each product on www.seroyal.com.  If Seroyal changes the MAP on any Product, it will provide at least 30 days’ notice to Resellers before such change takes effect.  

This Policy does not constitute an agreement between any Reseller or other party and Seroyal.  Each Reseller must independently choose whether to comply with the terms of this Policy.  Seroyal neither solicits nor will it accept any assurance of compliance with this Policy from any Reseller or other party. This Policy is not negotiable and will not be altered for any individual Reseller.  

It is a violation of this Policy for a Reseller to advertise any Seroyal Product(s) at a price lower than the published MAP.  Although Seroyal 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.

This Policy applies to all advertisements of Seroyal products in any and all media as well as any advertising within brick and mortar and other selling venues.  An “advertisement” includes any and all promotional or pricing information displayed via any type of media including, but not limited to, all website pages and banners, social media, emails, blogs, newspapers, catalogs, magazines, flyers, brochures, television, radio ads, billboards, electronic coupons, coupon codes, and any other marketing or promotional materials.  Professionals who operate web-stores exclusively for their direct patients may advertise Seroyal products at below MAP only if the discounted price is not visible to any customer who is not logged in with a password-protected email.  Additionally, passwords cannot be made available online, via a broadcast email, or through any other means by which a password is shared beyond the Professional’s direct patients.

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:

i.    Coupons, discounts, rebate offers, or other inducements that advertise a price lower than the MAP;

ii.    The advertising of any volume discount or other promotion that would cause the per unit sales price to be advertised at less than the MAP;
iii.    Bundling Seroyal products with other products or services when such bundling has the effect of reducing the advertised price of the Seroyal product below the MAP;
iv.    Statements or other indications on a website or in other promotional materials that indicate or imply that a lower price may be found at the online checkout stage, including but not limited to, “See Price in Cart,” “Add to Cart to See Price” or other similar features; and
v.    Any other Reseller-initiated communication or form of advertisement that has the effect of advertising a price below the MAP, such as a price-off coupon, storewide sale, promotional code or other similar items that can be applied to Seroyal products or from which Seroyal products are not excluded.  However, price-off coupons or promotional codes that are found on the products or their packaging and accessible only after a product has been purchased are not “advertising” under this Policy, and a Reseller’s use of such promotional methods is not a violation of this Policy.

It is not a violation of this Policy to advertise that a customer may “call for price” or “email for price” or use similar language as long as no price is listed.  Use of phrases that advertise “the lowest prices,” “will match or beat competitor’s prices,” or similar phrases also do not violate this Policy so long as the Reseller does not include any advertised price below the MAP.

This Policy does not affect the prices that a Reseller may charge for Seroyal products.  Resellers are free to sell Seroyal products at any price they choose.  This Policy applies only to Resellers’ advertised prices, not selling prices.

Seroyal reserves the right to impose penalties if Seroyal, in its sole discretion, believes that:

i.    A Reseller has violated the provisions of this Policy; or
ii.    A Reseller has engaged in any activity that Seroyal determines, in its sole discretion, is designed or intended to circumvent the intent of this Policy.
Specifically, Seroyal will take the following actions, which apply to all Resellers, should a Reseller fail to comply with the Policy:

i.    For a Reseller’s first violation of the Policy, Seroyal will issue a warning notifying the Reseller of the noncompliance.
ii.    For a Reseller’s second violation of the Policy, Seroyal will place the account on shipping hold for 30 days.

iii.    For a Reseller’s third violation of the Policy, Seroyal will terminate its business relationship with the Reseller.

No Seroyal employee or agent is authorized to modify, interpret, or grant exceptions to this Policy with any Reseller.  No person has the 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 Seroyal’s MAP Liaison at MAP@atrium-innovations.com.

The Policy will be enforced by Seroyal in its sole discretion and without notice.  Resellers have no right to enforce the Policy.  Violations of this Policy may result in the aforementioned sanctions up to and including termination of our business relationship.

This Policy may be updated, revised, suspended, terminated, reinstituted, or modified at any time by Seroyal in its sole discretion.  Seroyal shall make any such modifications available to all authorized Resellers.

MODIFICATION TO

SEROYAL USA, LLC AUTHORIZED ONLINE SELLER AGREEMENT

 

This Modification to Seroyal USA, LLC Authorized Online Seller Agreement (the “Modification”) modifies and amends the Seroyal USA, LLC Authorized Online Seller Agreement (the “Agreement”) between you and Pure Encapsulations, LLC (“Seroyal”).  This Modification is effective as of the date Seroyal provides you with notice of this Modification (the “Modification Effective Date”).  Except as modified or amended pursuant to this Modification, the Agreement remains unchanged and in full force and effect as written.  Unless otherwise defined herein, capitalized terms herein shall have the meanings ascribed to them in the Agreement.

 

1. Updated Terms and Products.  As of the Modification Effective Date, the definitions included in the Agreement for the following terms are modified as follows:

 

1. Update to Sections 2(b)(ii) of the Agreement.  As of the Modification Effective Date, Section 2(b) of the Agreement will be replaced with the following:

 

1.  

 

• The Authorized Websites must be confined to the specific approved domain name(s) and/or screen name(s) or storefront name(s).the Authorized Websites must not give the appearance that they are operated by Seroyal or any third party.

 

• You may not sell online anonymously.The full legal name, mailing address, email address, and telephone contact of your business must be conspicuously stated on the Authorized Websites and must be included with any shipment of Products from the Authorized Websites or in an order confirmation email delivered at the time of purchase.

 

• The following copyright attributions must appear on any page of your Authorized Website(s) where Product brand(s) graphic material appears, as applicable:

 

• Seroyal’s logo, text, graphics, and photo images are the property of Société des Produits Nestlé S.A. and are used with permission.Copyright © 2021.

 

• Genestra Brands’ logo, text, graphics, and photo images are the property of Société des Produits Nestlé S.A. and are used with permission.Copyright © 2021.

 

• Pharmax’s logo, text, graphics, and photo images are the property of Société des Produits Nestlé S.A. and are used with permission.Copyright © 2021.

 

• UNDA’s logo, text, graphics, and photo images are used under license. All UNDA intellectual properties referenced herein are the properties of their respective owners.Copyright © 2021.

 

• Wobenzym’s logo, text, graphics, and photo images are the property of Société des Produits Nestlé S.A. and are used with permission.Copyright © 2021.

 

• At Seroyal’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Authorized Websites.In your marketing and descriptions on the Authorized Websites, all Product images and descriptions must be supplied by or authorized by Seroyal, accurate, and up-to-date.You shall not advertise products not carried in inventory.Further, the Products shall be represented on web pages listing only Seroyal Products.

 

• The Authorized Websites shall have a mechanism for receiving customer feedback and you agree to use reasonable efforts to address all customer feedback and inquiries received in a timely manner.You agree to provide copies of any information related to customer feedback (including any responses to customers) to Seroyal for review upon request.You agree to cooperate with Seroyal in the investigation of any negative online review associated with your sale of the Products and to use reasonable efforts to resolve any such reviews. You shall maintain all records related to customer feedback for a period of one year following the creation or submission of such a record, to the extent legally permitted.Nothing in this paragraph shall be construed to require you to disclose identifying information about your customers to Seroyal.

 

• You represent and warranty that as of the Effective Date and throughout the term of the Agreement, the Authorized Websites are an will remain in compliance with all applicable privacy, accessibility, and data security laws, regulations and industry standards.

 

1. Update to Section 4 of the Agreement.  As of the Modification Effective Date, Section 4 of the Agreement will be replaced with the following:

 

4.             Intellectual Property.  The license granted to Reseller in the Terms is hereby amended to authorize use of the Atrium IP on the Authorized Websites, subject to the additional quality controls contained herein.  Reseller acknowledges that it owns no right, title, or interest in any of the Atrium IP except as granted in the Terms or herein.  Reseller’s license to use the Atrium IP on the Authorized Websites shall be revoked immediately upon termination of this Agreement. 

 

1. Update to Section 5 of the Agreement.  As of the Modification Effective Date, Section 5 of the Agreement will be replaced with the following:

 

5.             Termination.  Seroyal, in its sole and absolute discretion, may terminate its approval for you to market and sell Products at one or all of the Authorized Websites, and you must cease all such marketing and sales immediately on the applicable Authorized Website(s) upon receiving notice of such termination.  Upon termination of your approval to market and sell Products at one or more Authorized Websites, your authorization to use Atrium IP on such websites shall be revoked.  Seroyal may terminate this Agreement with written notice at any time.  On termination of your status as an Authorized Reseller pursuant to the Terms, this Agreement shall terminate automatically, and you must immediately cease all marketing and sales of Products on the Authorized Websites.

 

1. Update to Section 7 of the Agreement.  As of the Modification Effective Date, Section 7 of the Agreement will be replaced with the following:

 

7.             Availability of Injunctive Relief.  If there is a breach or threatened breach of the Terms or Sections 1 (Modification of the Terms), 2 (Authorization of Online Sales), 3 (Product Fulfillment and Sales), 4 (Intellectual Property), 5 (Termination), or 6 (Compliance with Laws) of this Agreement, it is agreed and understood that Seroyal will have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.  No failure, refusal, neglect, delay, waiver, forbearance, or omission by Seroyal to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Seroyal’s right to fully enforce any or all provisions and parts thereof.

 

1. Update to Section 9(i) of the Agreement.  As of the Modification Effective Date, Section 9(i) of the Agreement will be replaced with the following:

 

(i)            Governing Law and Dispute Resolution.  The terms of this Agreement and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice of law rules.  In the event of a dispute over the terms or performance under this Agreement, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Middlesex County, Massachusetts.  This Agreement may not be assigned or transferred by Reseller without the prior written consent of Seroyal. In the event of a breach or threatened breach of this Agreement by Reseller, Reseller is responsible for Seroyal’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.