MidNite® Deep Sleep (Gummies)

I. Purpose

There are certain advertising practices that undermine the reputation, brands, goodwill, and premium image of Vespyr Brands LLC f/k/a Vespyr Brands, Inc. (“Vespyr”) products with our target consumer retail population and discourage our sellers from investing in our products and providing the best possible service and support to customers. To protect the integrity of our brands, we are implementing this unilateral Vespyr Brands LLC Minimum Advertised Price Policy for the United States (“Policy”), which applies to all authorized sellers (“Sellers”) of our products advertising to end user consumers in the United States. This Policy is effective August 26, 2024 and supersedes all of our prior policies or representations regarding minimum advertised prices or minimum resale prices for the Covered Products (as defined below) applicable to Sellers.

II. Covered Products

This Policy applies to advertisements of our products listed on the Vespyr MAP Schedule for the United States (“Covered Products”), the current version of which is attached. The MAP Schedule will be made available to all Sellers and may be changed by us at any time in our discretion. Sellers are responsible for reviewing the current MAP Schedule, but we will work to notify Sellers promptly when updates are made to it.

III. The Minimum Advertised Price

The “minimum advertised price” (“MAP”) is the lowest price at which the Covered Product may be advertised. We are solely responsible for (1) establishing the MAP for each Covered Product and (2) communicating the MAP to all Sellers (including via directing any distributors to pass down the Policy to their resellers). Although Sellers remain free to advertise and sell all of our products (including the Covered Products) at any price, it is a violation of this Policy for a Seller to advertise any Covered Product at a price lower than the MAP. Notwithstanding the foregoing, a Seller may request to promote a Covered Product at a price lower than the MAP; if Vespyr approves such lower price in writing, then a Seller's promotion of the lower-priced Covered Product will not violate this Policy.

IV. Advertising and Advertisements

The terms “advertising” and “advertisement” include all promotional or pricing information related to Covered Products displayed in any type of media, including, but not limited to:

1. newspapers
2. catalogs
3. magazines
4. flyers
5. brochures
6. television
7. radio ads
8. billboards
9. outdoor signage
10. websites
11. blogs
12. social media
13. affiliate marketing networks/comparison shopping engines
14. seller-initiated text messages or emails to customers or prospective customers
15. mobile/smart phone applications
16. banner ads
17. online product ads
18. paid search ads
19. pay-per-click ads
20. display ads
21. mobile ads
22. product listing ads
23. sponsored links
24. ads in any other media in a digital format that is conveyed via the internet
25. any other marketing or promotional materials, whether displayed online, through broa

The terms “advertising” and “advertisement” do not include:

1. Signage and other pricing information displayed within a brick-and-mortar selling location.
2. Pricing information displayed at the Final Online Checkout Stage (which is when the Covered Product is put into an online shopping cart that contains the customer's name, shipping address, email address, and payment information for a transaction). Please note that pricing information in the Final Online Checkout Stage must be obscured technically so that it is not retrievable by shopping and pricing engines and not displayed on search page results within the Seller's own website.

V. Policy Violations and Permissible Promotions

1. Advertisements that violate this Policy include, but are not limited to:
   1. Displaying the advertised price of the Covered Product below the MAP, except as permitted pursuant to Section III above.
   2. Offering coupons, discounts, rebates, or other inducements that, when applied, result in an advertised price lower than the MAP, including through use of a storewide sale, departmentwide sale, category-wide sale, website-wide sale, promotional code, or other similar provision that can be applied to the Covered Products.
   3. Bundling Covered Products with other products or services (whether made by or provided by Vespyr or another entity) in a manner that implies below-MAP pricing for the bundled Covered Product(s).
   4. Strikeouts or strikethroughs of advertised pricing information, “see price in cart,” or other statements that suggest a lower price for a Covered Product may be found at the Final Online Checkout Stage.
   5. Permitting any third-party to alter the advertised price for any Covered Product.
   6. Any promotion exceeding 12 cumulative weeks in any given 12-month period.
2. Direct or indirect attempts to circumvent this Policy also violate this Policy.
3. Notwithstanding the foregoing, it is not a violation to advertise the following:
   1. 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.
   2. A free or reduced-price shipping advertisement, as long as such offer applies to all or almost all other products offered by the Seller in the same product category.
   3. Coupons or promotions which result in a Covered Product being advertised at a price lower than the MAP, provided the coupon or promotion (1) applies to all products offered by Seller or all products offered by Seller in the same category as the Covered Products; (2) does not specifically refer to Vespyr, its brands, or the Covered Products; and (3) does not result in an advertised price of more than 10% below the Covered Product's MAP, except as permitted pursuant to Section III above.
   4. “Subscribe and Save,” “Auto-ship and Save,” “Repeat Delivery,” or other subscription or autoreplenishment loyalty discount programs which result in a Covered Product being advertised at a price lower than the MAP, provided that such programs do not advertise a discount of more than 15% below the Covered Product's MAP, except as permitted pursuant to Section III above.
   5. A coupon or coupon code that can be applied only to the first-time purchase of a Covered Product, provided that such coupon or coupon code does not provide a discount of more than 10% below the MAP, except as permitted pursuant to Section III above.
   6. Offering coupons, discounts, rebates, or other inducements that can be applied to the Covered Products through an email or a personalized physical mailing to end users through a list of customers that have otherwise signed up to receive emails or physical mailings from the Seller.

VI. This Policy Is Not an Agreement and Is Non-Negotiable

This Policy is not an agreement between Vespyr and any other entity. We do not seek and will not accept any promise of compliance with this Policy from any Seller or other party, and each Seller must independently choose whether to comply with this Policy. This Policy is not negotiable and will not be altered for any individual Seller.

VII.MAP Holidays

We may announce MAP holidays or promotions that are applicable to all Sellers, during which periods a Seller that advertises a Covered Product for less than the MAP will not be considered to have violated this Policy.

VIII. Noncompliance

We will take the following actions against any Seller that does not comply with this Policy:

First Violation:	Written notice.
Second Violation:	Written notice and a 30-day shipping hold. We will revoke our acceptance of any pending orders, cancel any pending shipments to you, and not accept any new orders from you during this 30-day period.
Third Violation:	Termination of business relationship and revocation of “authorized” status. We will revoke our acceptance of any pending orders and cancel any pending shipments to you. You will no longer be an “authorized” Seller of our products.

We will enforce this Policy in our sole discretion. Sellers have no right to enforce this Policy

IX. Policy Administration

We may update, revise, suspend, or otherwise modify this Policy at any time in our discretion, and any modifications will be made available to all Sellers.

Please note that our employees or agents (1) cannot modify, interpret, or grant any exceptions to this Policy; (2) cannot solicit or obtain the agreement of any person or entity to comply with this Policy; and (3) cannot otherwise discuss any aspect of this Policy with any Seller, including any Seller's compliance with the terms.

Any questions about this Policy should be sent in writing to our MAP Policy Administrator at MAP@vespyrbrands.com. We will not accept any other form of communication from Sellers regarding this Policy.