Authorized Retailer & MAP Policy

Luminary Brands, Inc. (“Luminary”) relies upon its network of distributors, brokers, and retailers to purchase, distribute, market, and sell Luminary products (“Products”). Luminary has developed this unilateral Minimum Advertised Price (“MAP”) Policy (“Policy”) to support brand value, retailer confidence, and consumer service and satisfaction. Accordingly, all sales of Products through retail outlets, the internet or otherwise are subject to this Policy. By purchasing, otherwise acquiring, holding for sale or selling to end consumers Products, each person or entity by such action voluntarily acknowledges receipt, understanding, and intent to comply with the terms and conditions of this Policy. Luminary reserves the right to update this Policy at any time upon reasonable notice and posting of such updated Policy on its website and/or distribution in writing to brokers, dealers, and retailers.

1. Authorized Retailers

Authorized Retailers. Luminary authorized retailer (“Retailer”) includes any person or entity who or which obtains Products for resale, direct from Luminary or through established and approved distributor and broker channels. Retailers:

• May only sell Products in North America unless expressly approved by Luminary. in writing to distribute Products in any other areas of the world.
• May not sell Products on any internet auction sites (i.e. eBay), and
• Agree to follow this Policy when advertising Products for sale to end customers. Unauthorized retailers have no rights to sell Products under any circumstance.

2. MAP Policy

Policy Price. Retailers may freely establish their own resale prices and sell Products at any price in their sole discretion; however, Products may not be advertised, either expressly or by implication, at a price less than the MAP published by Luminary unless expressly stated otherwise below. MAP applies to advertising of Products in any and all media, including but not limited to:

• Print ads (inserts, magazines, newspapers, etc.)
• Broadcast radio (radio, TV, instant messaging)
• Catalog and other direct mail, outdoor (billboards, banners, etc.), and
• Internet of similar electronic media (website, banner ads, broadcast emails, mobile phone messaging, destination pages, etc.)

Any price information related to Products on any internet website which can be accessed directly through any hypertext link or by any other method which uses http or other protocol is considered to be advertising for purposes of this Policy. MAP applies to all websites and other internet reference sites, either expressed or implied, except for reference contained solely on invoices or final website checkout shopping cart displays showing purchases by end consumers at the end of the purchase process online.

This Policy does not in any way limit the ability of any Retailer to advertise generally that it “has the lowest prices”, “will meet or beat any competitor’s price”, that end consumers should “call for a price” or similar general statements, as long as Products are not advertised, either expressly or by implication, at a price less than MAP. Examples of advertising that expresses or implies a price below MAP, and therefore in violation of MAP, are: “free”

or “discounted” products where shipping and handling are extra and make up for the advertised price discount, advertising terms such as “priced too low to show”, “prices so low we can’t publish them”, “instant rebates”, strike -through type over MAP listings, and use of promotional codes or coupons which result in a price displayed other than at final checkout below MAP. In determining the price at which Products are or were advertised in relation to MAP Policy compliance, the value of any “free” or “discounted” product, free shipping, other items provided with the purchase, coupons or rebates may be considered.

MAP does not apply to prices displayed by distributors to wholesale customers or displayed or published, other than on the internet, by non-internet retailers relating to sales at any physical retail location where individual consumers can physically buy and take immediate delivery of Products.

3. Enforcement

Enforcement. Luminary will notify Retailer of a MAP Policy violation (“Notice”). Retailer has three (3) business days from the date of Notice to cure the Product advertisement at a price less than the MAP. If Retailer fails to cure the MAP Policy violation, Luminary shall, without assuming any liability, cancel all orders, indefinitely refuse to accept any new orders, and/or advise any distributor to refuse any order from any Retailer for the Product that was advertised in violation of MAP. Serial violations of the Policy shall lead to the termination of any relationship with any Retailer.

From time to time, Luminary may suspend MAP at its sole discretion upon published notice to Retailers for any purpose. Luminary expressly reserves the right to advertise its own Products directly to consumers at any price at any time in its sole discretion to assist with cash flow, inventory control or any other company need.

4. Unilateral Policy

Unilateral Policy. Luminary issues this Policy unilaterally, and Luminary neither seeks nor will it accept any comments or an agreement with any Retailers. Luminary neither seeks nor will accept complaints by a Retailer about a purported Policy violation by another Retailer. Each Retailer is free to independently decide, whether or not to follow this Policy. Any questions regarding this Policy should be directly to Tim Schaeffer, 165 1st St., Petaluma, CA 94952, or tim@luminarybrandsinc.com.

Questions should be directed to: Tim Schaeffer, 165 1st St., Petaluma, CA 94952, or tim@luminarybrandsinc.com.

5. MAP Chart

MAP Chart – DATE. Luminary reserves the right to change and/or modify MAP and the following MAP Chart, which is provided for illustration purposes only, and the MAP of any individual item at any time, in its sole discretion, to be effective immediately upon publication on Luminary’s website or through delivery of written notification to Retailers.

NOTE: in every case, MAP shall be no less than an amount calculated as Manufacturer’s Suggested Retail Price (SRP) as of the time the price is advertised to customers regardless of sample pricing table below.

The following chart represents full current items under the Andalou Naturals brand.

Andalou Naturals — Full MAP (SRP) Table