Minimum Advertised Price Policy

United States

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, Thorne has adopted this unilateral Minimum Advertised Price Policy (the "Policy"), which applies to all advertisements of Thorne Products by its resellers.

Thorne is solely responsible for establishing the minimum advertised price ("MAP"). MAP is the price that is designated for each product in Thorne's current Retail Price List. While resellers remain free to 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 "bounce-back" 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 practitioner-customers should be aware that this Policy does not apply to the advertising of Thorne Products when the advertising takes place inside the practitioner's office to the practitioner's patient base.

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

i. For a reseller's first violation of the Policy, Thorne will place the account on shipping hold for thirty (30) days.

ii. For a reseller's second violation of the Policy during a 12-month period, Thorne will terminate its business relationship with 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 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.

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

Thorne is solely responsible for communicating the MAP to resellers of Thorne Products. If Thorne changes the MAP on any Product, it will provide at least 30 days' notice to resellers before such change takes effect. 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.

This Policy is effective as of November 1, 2017