Minimum Advertised Price [MAP] Policy

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

Thorne is solely responsible for establishing the minimum advertised price (“MAP”) for each Thorne product and communicating the MAP to all authorized resellers of Thorne products. MAP is the price that is designated for each product in Thorne’s current Retail Price List. While resellers remain free to advertise and sell Thorne products at any price they deem appropriate, it is a violation of this Policy for a reseller to advertise any Thorne product at a price lower than the MAP. Such advertisements include, but are not limited to:

i. Offering coupons, discounts, rebates, or other inducements at a price lower than the MAP, including through a use of a storewide sale, promotional code, or other similar provision that can be applied to Thorne products.

ii. Bundling Thorne Products with other products or services in a manner that results in below-MAP pricing for the bundled Thorne 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” or “email for price” as long as no price is listed and no automated call or “bounceback” 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, website pages and banners, social media, emails, blogs, newspapers, catalogs, magazines, flyers, brochures, television, radio ads, billboards, signage, and any other marketing or promotional materials, whether provided online or through broadcast or other media. Thorne health-care practitioner customers should be aware that this Policy does not apply to the advertising of Thorne Products when the advertising takes place inside the health-care practitioner’s office to the health-care practitioner’s patient base.

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, Thorne may announce MAP holidays or promotions that are applicable to all resellers, during which periods a reseller that advertises a Thorne product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy. Thorne will notify all resellers of any such authorized promotions, generally not fewer than thirty (30) days in advance.

Further, the advertisement of free or reduced-price shipping is not a violation of this Policy as long as such offer applies to all or almost all other products offered by a reseller in the same product category.

This Policy does not constitute an agreement between Thorne and any other entity. Thorne 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 Thorne products. Resellers are free to sell Thorne products at any price they choose.

NON-COMPLIANCE

Thorne will take the following actions against any reseller that fails to comply with this Policy with respect to the advertisement of any Thorne product:

i. For a reseller’s first violation of the Policy, Thorne will notify the reseller in writing of such failure and will immediately place the reseller’s account on shipping hold for thirty (30) days. Thorne 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. If a reseller’s first violation of the Policy continues for seven (7) days after receiving notice, it will be considered a second violation of the Policy.

ii. For a reseller’s second violation of the Policy, Thorne will revoke the reseller’s “authorized” status and inform Thorne’s distributors of the same. If the reseller purchases directly from Thorne, Thorne will terminate its business relationship with the reseller and revoke its acceptance of any pending orders and cancel any pending shipments to the reseller.

Although Thorne 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 will be enforced by Thorne in its sole discretion and without notice. Resellers have no right to enforce the Policy.

POLICY ADMINISTRATION

Thorne may update, revise, suspend, terminate, reinstitute, or modify this Policy at any in its sole discretion. Thorne shall make any such modifications available to all authorized resellers. If Thorne changes the MAP on any product, it will provide at least thirty (30) days’ notice to all resellers before such change takes effect.

No Thorne employee or agent 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 Thorne’s MAP Liaison at web-compliance@thorne.com. Thorne will accept no other form of communication from resellers regarding the Policy.

This Policy is effective as of August 15, 2020 and supersedes all prior Thorne policies and/or representations regarding minimum advertised prices or resale prices for Thorne products applicable to any reseller. To the extent that any provision, term, or agreement governing the relationship between Thorne and any reseller may be construed in a manner that is inconsistent with the terms of this Policy, the terms of this Policy control.

This Policy is effective as of Aug 17, 2020