PALS HEALTH LLC MINIMUM ADVERTISED PRICE (MAP) POLICY

Effective Date: March 20, 2025

Last Updated: March 20, 2025

This Minimum Advertised Price Policy (“MAP Policy”) is issued by Pals Health LLC, a New Jersey limited liability company doing business as PALS (“PALS,” “we,” “us,” or the “Company”), and applies to all authorized resellers, distributors, sales representatives, dealers, and any other entities or individuals authorized to sell PALS products (collectively, “Resellers”). This policy is effective immediately upon publication and applies globally unless otherwise specified.

1. Purpose and Scope

PALS has established this MAP Policy to preserve the premium quality, integrity, and reputation of its dietary supplements and related health products (collectively, “Products”). Uncontrolled price erosion in advertising undermines the value of our brand, disrupts fair competition among Resellers, and diminishes the incentive to provide exceptional customer service. This MAP Policy aims to:

  • Protect the market positioning and reputation of PALS Products;
  • Ensure Resellers are rewarded for investing in quality service and customer education;
  • Promote competition based on value-added services rather than price undercutting.

This policy applies to all PALS Products unless explicitly excluded in writing by PALS.

2. Minimum Advertised Price (MAP)

2.1 MAP Pricing Standard: The Minimum Advertised Price (“MAP”) for each PALS Product shall be no less than the Manufacturer’s Suggested Retail Price (“MSRP”) as published on the official PALS website (www.palshealth.com) or in the most current PALS Reseller Price List provided to Resellers. PALS reserves the right to modify MAP pricing at its sole discretion, with updates communicated to Resellers via email or written notice.

2.2 Product-Specific MAP: Where applicable, PALS may establish distinct MAPs for individual Products or product lines. Resellers are responsible for ensuring compliance with the most current MAP for each Product.

2.3 Third-Party Marketplace Restrictions: Resellers are prohibited from listing, marketing, advertising, or selling PALS Products on third-party online marketplaces (e.g., Amazon, eBay, Walmart, Target, Overstock, Rakuten) without prior written authorization from PALS. Authorized Resellers may sell Products on their own branded e-commerce platforms, provided all advertising complies with this MAP Policy.

2.4 Non-Authorized Sellers: PALS reserves the right to take legal action against any entity selling PALS Products without authorization, including pursuing claims for trademark infringement, unfair competition, or tortious interference.

3. Advertising and Promotion Compliance

3.1 Covered Media: This MAP Policy applies to all advertising channels, including but not limited to:

  • Print (e.g., flyers, catalogs, newspapers);
  • Digital (e.g., websites, emails, social media, paid ads);
  • Broadcast (e.g., radio, television);
  • Public signage (e.g., billboards, in-store displays visible externally).
    This policy does not apply to in-store pricing or promotions visible only within a physical retail location and not advertised publicly.

3.2 Prohibited Practices: Resellers shall not:

  • Use strikethrough, crossed-out pricing, or visual cues implying a price below MAP;
  • Bundle PALS Products with free or discounted items/services in a manner that effectively reduces the advertised price below MAP;
  • Offer coupons, rebates, loyalty points, or gift cards that result in an advertised price below MAP;
  • Use phrases like “Lowest Price Guaranteed” or “We’ll Beat Any Price” in connection with PALS Products;
  • Display “Call for Price” or similar offers alongside a price below MAP.

3.3 Checkout Exceptions: Discounts applied at checkout (e.g., cart-level promotions) that do not appear in public advertising are not subject to this MAP Policy, provided the advertised price complies with MAP.

4. MAP Policy Enforcement

4.1 Monitoring: PALS will actively monitor Reseller compliance through direct observation, third-party agencies, or customer reports. Resellers must provide reasonable cooperation during compliance investigations.

4.2 Violation Process: Upon identifying a violation, PALS will:

  • First Violation: Issue a written warning with a 48-hour period to correct the violation.
  • Second Violation: Suspend the Reseller’s ability to purchase Products for 30 days.
  • Third Violation: Terminate the Reseller’s authorization to sell PALS Products indefinitely.

4.3 Additional Remedies: PALS reserves the right to:

  • Cancel or restrict pending/future orders;
  • Pursue legal action for injunctive relief, damages, or other remedies under applicable law;
  • Hold the Reseller liable for any damages to PALS’ brand or business resulting from violations.

4.4 Entity-Wide Accountability: Violations by any affiliated location, website, or entity under a Reseller’s control will be attributed to the Reseller as a whole.

5. Limited MAP Exceptions

PALS may authorize temporary promotional MAP reductions for specific Products or time periods. Such exceptions will be provided in writing (e.g., via email from an authorized PALS representative) and must be strictly followed. Unauthorized deviations from MAP, even during promotions, constitute a violation.

6. No Agreement on Resale Prices

This MAP Policy governs advertised prices only and does not dictate or restrict the final resale price set by Resellers. Resellers remain free to establish their own selling prices. No PALS employee, officer, or agent is authorized to negotiate individual exceptions to this policy unless expressly permitted in writing by PALS management.

7. Indemnification

Resellers agree to indemnify, defend, and hold harmless PALS, its affiliates, and their respective officers, directors, and employees from any claims, damages, or losses (including legal fees) arising from the Reseller’s violation of this MAP Policy or misuse of PALS Products or branding.

8. Governing Law

This MAP Policy is governed by the laws of the State of New Jersey, without regard to conflict of law principles. Any disputes arising from this policy shall be resolved exclusively in the state or federal courts located in New Jersey.

9. Amendments

PALS may amend or terminate this MAP Policy at its sole discretion, with or without notice. Continued sale or advertising of PALS Products after amendments constitutes acceptance of the updated terms.

10. Contact Information

For questions, clarifications, or to request authorization under this MAP Policy, contact:

📧 Email: partners@palshealth.com

📍 Address: Pals Health LLC, 2363 Route 9, Suite 200, Toms River, New Jersey 08755