INDIANA BOTANIC GARDENS, INC.

DOMESTIC WHOLESALER TERMS AND CONDITIONS

THIS DOMESTIC WHOLESALER AGREEMENT (“Agreement”) is made as of the ___ day of ___________, 20___ (the "Effective Date"), by and between INDIANA BOTANIC GARDENS, Inc., a Indiana, U.S.A. corporation ("IBG"), and , a corporation organized and existing under the laws of ("Wholesaler").

WHEREAS, IBG is in the business of selling wholesale Botanic Choice and Botanic Spa brand vitamins, supplements, cosmetics, and other products; and

WHEREAS, IBG and its Affiliates (as defined herein) are engaged in the formulation, development, marketing and sale of vitamins, supplements, cosmetics, and other products and related publications; and

WHEREAS, IBG desires to appoint Wholesaler as an IBG wholesaler to distribute the products listed on the IBG Wholesale Order Form, as may be amended from time to time; and

WHEREAS, Wholesaler desires to accept such appointment and to so market and distribute the Products (as defined herein);

NOW, THEREFORE, in consideration of the above premises and the covenants hereinafter set forth, the parties agree as follows:

1.        DEFINITIONS

1.1        “Affiliates” means, with respect to IBG, any other entity directly or indirectly controlling, controlled by or under common control with IBG.

1.2 “Confidential Information” means all confidential and proprietary documents and information regarding financial and marketing data, projections, models, contacts, research, product plans, products, services, customers, markets, software, developments, inventions, formulas, processes, designs, drawings, engineering, and hardware configuration information, which are not otherwise included within the definition of Trade Secrets. Confidential Information includes, but is not limited to, any nonpublic information regarding the Products, prices, and any nonpublic lists or compilations of customers, prospective customers, or business opportunities.

1.3        “Customer” means a customer or prospective customer of Wholesaler who is the ultimate end user of the Products and any of Wholesaler’s resellers.

1.4        “Products” means products offered by IBG on the IBG Wholesale Order Form, as may be amended from time to time (“Order Form”).

1.5    "Proposition 65" refers to the State of California's Safe Drinking Water and Toxic Enforcement Act of 1986, Cal. Health & Safety Code § 25249.5-25249.14, and the implementing regulations, Cal. Code Regs. Tit. 27 § 25102 et. seq.

1.6        “Proprietary Information” means, collectively, the Confidential Information and the Trade Secrets.

1.7.   “Territory” means the United States of America. This Agreement does not permit Wholesaler to sell the Products outside the USA, regardless of whether the Products are shipped to Wholesaler within the USA.  An international agreement is required for sales outside the USA.

1.8         “Trade Secrets” means information related to the business of the disclosing party which (a) derives economic value, actual or potential, from not being generally known to, or readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts by the disclosing party to maintain its secrecy that are reasonable under the circumstances.

1.9        “Wholesaler” means the person or entity identified in this Domestic Wholesaler Agreement.

2.        APPOINTMENT AS IBG WHOLESALER

2.1 Appointment.   Subject to the terms and conditions herein, Wholesaler is appointed as an independent, non-exclusive IBG wholesaler to distribute the Products to Customers solely within the Territory, and Wholesaler accepts such appointment.  Wholesaler agrees to conduct its business as an IBG wholesaler in accordance with this Agreement and the policies applicable to IBG wholesalers as issued by IBG from time to time, including but not limited to the Wholesale Return Policy attached as Appendix A, and the Minimum Advertised Pricing Policy attached as Appendix B, both subject to updating by IBG.

Wholesaler acknowledges that it has only a non-exclusive right to distribute the Products in the Territory and IBG reserves the right to sell and to appoint other Wholesalers and authorize other entities to sell the Products in competition with Wholesaler by any and all means and channels of distribution.

2.2 Independent Contractor.  Wholesaler is an independent contractor, not an agent of IBG.  Wholesaler will purchase the Products as per the terms set forth in Section 3 and resell them to Customers.  Wholesaler has no authority to bind or contract in the name or for the account of IBG or its Affiliates or to create any liability against IBG or its Affiliates whatsoever.

2.3 IBG Reserved Rights.  IBG reserves the right, in its sole discretion, from time to time, without notice, to modify or discontinue the Products; Product specifications; the prices charged for, discounts, and payment and other terms extended with respect to the Products; and any IBG trademark.  IBG shall have the right to allocate sales or limit quantities of selected Products among its customers in its sole discretion, without liability to Wholesaler.  IBG shall have the right to publicize Wholesaler as an IBG Wholesaler. IBG shall have the right at any time to suspend its performance hereunder during the continuation of any failure by Wholesaler to comply with any of its obligations under this Agreement or IBG policies.

3.        PRODUCT PURCHASE, MARKETING AND DISTRIBUTION BY WHOLESALER

3.1 Purchase of the Products; Terms of Sale.

3.1.1        Wholesaler shall pay for any Products at the applicable prices set forth in the most current Order Forms.  Payment shall be due when the order for Products is placed (i.e., when the order is received by IBG) unless otherwise agreed by IBG in writing.  Wholesaler’s obligation to pay for the Products is not contingent upon receipt by Wholesaler of payment from any Customer.  IBG shall have the right to disapprove any proposed sale due to the identity or location of the proposed Customer (including without limitation those proposed sales to Customers who pose competitive or intellectual property protection concerns and Customers located outside the Territory or in countries where export control laws prohibit such sale).

3.1.2        All orders are subject to acceptance by IBG. Delivery of a quantity that varies from the quantity specified shall not relieve Wholesaler of the obligation to accept delivery and pay for the Products delivered. Any time quoted for delivery is an estimate only; provided, however, that IBG shall use commercially reasonable efforts to deliver all Products on or before the requested delivery date. IBG is not liable for any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery.

3.1.3 Each sale of the Products by IBG to Wholesaler shall be governed solely by (a) this Agreement; (b) applicable IBG policies current at the time of sale; and (c) the prices and other terms set forth on the Order Forms, as in effect from time to time.  No acknowledgement, confirmation, or purchase order or other communication submitted by Wholesaler shall be effective to vary the terms described herein, unless the same is separately signed by an officer of IBG and designated as an amendment to this Agreement.

3.1.4        The prices on the Order Forms (and any other Product price lists) are net of any governmental taxes, duties, import or export fees, excise taxes, or other similar impositions now or hereafter applied on the production, sale, transportation, licensing or use of the Products, including sales and use taxes and value added taxes, all of which (other than taxes based on the net income of IBG) shall be borne by Wholesaler in addition to the price of the Products.

3.1.5 Unless expressly agreed to by the parties in writing, IBG shall select the method of shipment of and the carrier for the Products. The Products shall be shipped F.O.B. destination. Title to the Products remains with IBG and its Affiliates and shall not pass to Wholesaler until Wholesaler has paid IBG in full for all amounts owed with respect to the Products.

3.1.6 Due to license restrictions, some Products may not be sold in certain territories and trade channels.  Therefore, some Products advertised may not be available for Wholesaler to purchase.  Other Products may be available for purchase by Wholesaler but may not be resold in certain territories, trade channels, or at all.  Upon notice of such license restrictions provided by IBG, Wholesaler is subject to the license restrictions on its sales of those Products to its Customers.

3.1.7 Wholesaler shall not distribute the Products to any person or entity who, to the knowledge of Wholesaler, is or has branch sales outlets located outside the Territory or intends to sell the Products outside the Territory, without the prior written consent of IBG.  If Wholesaler receives inquiries from any Customer outside or having sales outlets outside the Territory, Wholesaler shall attempt to sell the Products only to those Customers or branches within the Territory, and shall simultaneously advise IBG of such inquiries and the addresses of the Customer or branches outside the Territory.

3.1.8 Wholesaler is strictly prohibited from relabeling, repackaging, translating or overlaying labels and packaging of the Products, or altering, modifying, reverse engineering, or otherwise changing the Products, their labels, or packaging in any way.  Wholesaler shall distribute and sell the Products in the packaging with the labeling as received from IBG.  Any exceptions to this must be in writing and signed by the authorized representative of each party.

3.1.9 IMPORTANT: Please note that reselling Botanic Choice® or Botanic Spa® branded items on the Amazon marketplace, whether through FBA, FBM, DSV, or in any other capacity, is strictly forbidden.

3.2 Intellectual Property.

3.2.1 IBG hereby grants to Wholesaler a non-exclusive, royalty-free license to use the now existing or hereafter adopted or created trademarks, trade names, logos, slogans, designs and distinctive advertising of IBG brands applicable to the Products which are approved by IBG for use by IBG wholesalers (hereinafter the “Trademarks”) solely in connection with the advertisement, promotion, sale and distribution of the Products by Wholesaler, in the Territory, under this Agreement and during the term hereof.  Wholesaler shall not use the Trademarks in any manner likely to confuse, mislead or deceive the public, or to be injurious or inimical to the best interests of IBG and its Affiliates.

3.2.2 Intellectual Property Representations and Disclaimers.  IBG has the right, power and authority to grant the license set forth herein.  IBG does not warrant or represent that the Trademarks have been registered with the United States Patent and Trademark Office or similar office of any other country, or that the use of the Trademarks will not infringe the trademark rights of others.  IBG MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, NOR DOES IBG ASSUME ANY OBLIGATIONS WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY ARISING AS A RESULT OF THE ACTIVITIES OF WHOLESALER OR ITS AGENTS OR CUSTOMERS UNDER THIS AGREEMENT.

3.2.3 Notice of Infringement. Wholesaler agrees to notify IBG promptly of (a) any third party claim that the Trademarks are infringing in the Territory, or (b) any infringement or unauthorized use of the any of the Trademarks in the Territory of which it becomes aware.

3.2.4 Right to Protect Trademarks. IBG shall have the sole right to take action deemed necessary to protect the Trademarks.  Such action may include, but is not limited to, assuming the defense of any lawsuit challenging or affecting the rights to the Trademarks, settling litigation, and/or instituting litigation to protect its rights to the Trademarks.  IBG may, at its option, permit Wholesaler the right to prosecute or defend actions described in this Section 3.2.4.  In the event of litigation, the prosecuting or defending party (whether IBG or Wholesaler) shall bear all costs, fees and expenses of legal proceedings and actions regarding infringement and shall be entitled to collect and retain all awards and damages recovered in settlement or other proceeds paid.

3.2.5 Duty to Cooperate. In any infringement lawsuit IBG and Wholesaler shall, at the request and expense of the litigating party, cooperate in all respects and, to the extent commercially reasonable, have their employees testify when requested and make available relevant records, papers, and information and to otherwise cooperate in a timely manner.

3.2.6        All use of the Trademarks by Wholesaler, whether or not authorized, shall inure to the benefit of IBG.

3.2.7        IBG shall have the sole right to register all Trademarks and Wholesaler shall not attempt to register any Trademarks without the prior written permission of IBG. Any applications or registrations Wholesaler obtains in violation hereof shall be owned by IBG.

3.2.8        IBG retains all rights not specifically granted herein.

3.2.9 Wholesaler shall not (i) take any action that may interfere with any of IBG 's rights in or to the Trademarks, including IBG's ownership or exercise thereof; (ii) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products or any of the Trademarks; (iii) develop or use any trademarks other than the Trademarks in connection with the Products; (iv) misappropriate any of the Trademarks for use as a domain name without prior written consent from IBG; or (v) alter, obscure or remove any of the Trademarks or any other proprietary rights notices placed on the Products purchased under this Agreement, marketing materials or other materials that IBG may provide.

3.3 Wholesaler Indemnity and Insurance.

3.3   As an independent contractor, Wholesaler is responsible for its own risks, liabilities, and claims arising from its  own business operations.  Accordingly, Wholesaler agrees to defend, indemnify and hold IBG and its Affiliates, and their agents, employees, officers and directors harmless from and against any and all claims, demands, liabilities, obligations, damages, costs, losses and expenses of every kind and nature whatsoever, including, without limitation, court costs and attorneys’ fees, arising out of Wholesaler’s own activities, and the acts or omissions of Wholesaler’s agents, employees or Customers, and regardless of whether they may arise in contract or tort, intentional or negligent, under statute or regulation, in equity, at law or otherwise.

3.4 Compliance.  Wholesaler will comply with all applicable governmental laws, regulations and orders relating to its activities hereunder, including but not limited to the United States Dietary Supplement Health and Education Act of 1994 (DSHEA), the Federal Trade Commission Act, the Lanham Act and regulations promulgated pursuant thereto, and reporting and licensure requirements, as applicable.  Wholesaler shall not make claims that the Products are intended to diagnose, treat, cure, or prevent any disease.  Wholesaler agrees that the foregoing obligation and each of the other obligations, representations and warranties set forth in this Section 3 are material to this Agreement.

3.5 Licensed Healthcare Providers. If Wholesaler is a licensed healthcare provider, Wholesaler acknowledges that the laws and regulations applicable to health care providers frequently change and vary and from state to state, and that IBG gives no representation or advice about federal, state, or local laws or regulations applicable to Wholesaler’s health care practice or profession in connection with the sale of the Products or otherwise.  IBG encourages Wholesaler to check with its state licensing board and state agencies regarding any and all laws related to its healthcare practice and the sale and recommendation of the Products, including whether any specific disclosures or disclaimers should be provided to patients prior to the sale of the Products.

4.        PRODUCT WARRANTIES, DISCLAIMERS AND WARRANTY ADMINISTRATION

4.1 Warranties and Disclaimers.

4.1.1        IBG warrants that the Products will conform to their description as set forth on the order submitted by Wholesaler and accepted by IBG.  The foregoing warranty is made in lieu of and to the exclusion of all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or use.

4.1.2        With respect to its distribution of any of the Products, Wholesaler will give and make no other or different warranties or representations on behalf of IBG or its Affiliates as to quality, merchantability, fitness for a particular use or purpose or any other features of the Products other than the warranty given by IBG and its Affiliates to Wholesaler.

4.1.3        Wholesaler shall have thirty (30) days from receipt of the Products to inspect such Products for breaches of the warranty contained in Section 4.1.1 above and shall provide IBG with written notice of any defects within the thirty (30) day time period.  Wholesaler’s exclusive remedy for any breach of the foregoing warranty shall be for IBG, at its option, to replace the defective Products or refund to Wholesaler any amounts paid for such Products. IBG will advise Wholesaler whether to return or destroy the defective Products.

4.1.4        IBG and its Affiliates shall not be liable for any claims, demands or actions arising out of, based on or related to this Agreement or the use of the products or any portion thereof, or any damages (whether direct, indirect, incidental, consequential, punitive or exemplary) resulting therefrom, except as expressly set forth in this Agreement.  Wholesaler assumes all risks arising out of the use of the Products to the extent permitted under applicable law, including lost profits, lost savings, damages from physical injury to tangible property, personal injury or death.  The remedies of Wholesaler for Product defects are Wholesaler’s exclusive remedies; provided that, if the exclusive remedies shall ever be deemed to have failed of their essential purpose, then IBG’s and its Affiliates’ liability shall in no event exceed the amount paid by Wholesaler for the particular defective Products in question.

4.2 Customer Claims Procedures.  IBG will refer Customers to Wholesaler for resolution of any claims.  IBG and Wholesaler agree to cooperate as reasonably requested in an investigation of any claim, and Wholesaler agrees promptly to furnish to IBG any information which Wholesaler may have concerning any claim.  IBG, in its sole discretion, shall have the option to replace or refund to Wholesaler or the Customer any amounts paid for any defective Product.  In the event that IBG chooses to pay a refund to a Customer, Wholesaler agrees to refund to IBG the portion of the purchase price it received from the Customer.  Wholesaler shall accept from IBG replacement Products to correct warranty problems and shall be responsible for delivering them to the Customer.

5.        PROPRIETARY INFORMATION AND OTHER INTELLECTUAL PROPERTY

5.1        On the date that title to the Products passes to Wholesaler, Wholesaler shall acquire good and clear title from IBG to each unit of the Products purchased hereunder.  However, Wholesaler acknowledges that any and all of the trademarks, trade names, trade secrets, copyrights, patents and other intellectual property rights used or embodied in or in connection with the Products shall be and remain the sole property of IBG and its Affiliates.  Wholesaler agrees not to challenge the validity of IBG’s and its Affiliates’ patents, trade secrets, trademarks, copyrights, registrations or applications thereof or other proprietary rights in the Products during the term of this Agreement, any renewals or extensions thereof, and after any termination or expiration thereof.

2. Wholesaler shall protect the Proprietary Information of IBG and its Affiliates in the same manner and to the same extent as it protects similar information of its own (but must in any event use reasonable care for the protection of the Proprietary Information), and it must not use, reproduce, distribute or disclose the disclosing party’s Proprietary Information to anyone other than its employees, agents or independent contractors who have a specific need to know such information and have been informed and obligated in writing to observe the confidentiality obligations imposed by this Agreement. Wholesaler shall maintain the Confidential Information in secret during the term of this Agreement, any renewals or extensions thereof, and for a period of five (5) years after any termination or expiration.  Wholesaler shall maintain the Trade Secrets in secret during the term of this Agreement, any renewals or extensions thereof, and after any termination or expiration thereof, and shall continue to maintain the Trade Secrets in secret for so long as the information is considered by IBG to be a Trade Secret so long as a court of law of no further appeal has not determined that the trade secret status of the information has been lost.
3. Wholesaler acknowledges that a breach of Wholesaler’s obligations under this Section 5 will cause irreparable damage to IBG and its Affiliates, which is not compensable in monetary damages, and that IBG and its Affiliates shall be entitled, as a matter of right, to seek and obtain injunctive relief to prevent any such breach without the need for posting a bond.

6.        QUOTA, TERM AND TERMINATION

6.1 Quota.  In order to be classified as a Wholesaler, Wholesaler must purchase a minimum of two hundred fifty dollars ($250.00) of products annually, commencing on the Effective Date; otherwise, IBG may terminate this Agreement.

6.2 Term.  The term of this Agreement shall commence on the Effective Date and may be terminated with or without cause by IBG or Wholesaler at any time.

6.3 Effect of Termination.  Upon termination of this Agreement, all rights and licenses granted to Wholesaler under this Agreement shall immediately terminate except as expressly provided in this Section 6.3.  Further, Wholesaler shall desist from holding itself out as an authorized Wholesaler of IBG and shall cease all distribution of the Products and return to IBG all IBG literature; provided, however, that Wholesaler shall have the right to distribute its remaining inventory of the Products in accordance with and subject to this Agreement for a maximum of ninety (90) days after the effective date of termination, after which all Product remaining in inventory must by destroyed by Wholesaler, unless IBG shall at any time exercise its option by written notice to Wholesaler to repurchase Wholesaler’s remaining inventory at the price(s) paid by Wholesaler to IBG, in which event, IBG will pay any shipping fees associated with returning the Products.  The termination of this Agreement shall not, unless otherwise provided in the termination notice, terminate or be deemed to terminate any other agreement then in effect between the parties.

6.4 Liability upon Termination.  Neither party hereto shall be liable to the other party for damages, losses, costs or expenses of any kind or character whatsoever arising from the termination of this Agreement, whether such damages, losses, costs or expenses arise from the loss of prospective sales or expenses incurred or investments made in connection with the establishment, development or maintenance of Wholesaler’s business, or any other reason whatsoever; provided, however, that such termination shall not affect any claim, demand, liability or right of either party arising pursuant to this Agreement prior to the termination, or arising after termination in connection with sale by Wholesaler of its remaining inventory of the Products.

6.5 LIMITATION OF LIABILITY.  IN NO EVENT SHALL IBG BE LIABLE UNDER ANY THEORY TO WHOLESALER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE OR IBG WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7.        MISCELLANEOUS PROVISIONS

7.1 Entire Agreement; Amendments; Waiver.  This Agreement, together with any Exhibits and Appendices, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written agreements.  This Agreement may not be amended or modified, nor any part waived, except by a further written agreement signed by the parties hereto.  No failure or delay on the part of IBG in exercising any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or of any other right or remedy.

7.2 Assignment.  Wholesaler shall not assign its rights or delegate its performance hereunder without the prior written consent of IBG, and any attempt to do so without such consent shall be void and of no power or effect.  IBG may assign this Agreement or any portion of it without the consent of Wholesaler.

7.3 Notice.  All notices and communications required or permitted pursuant to this Agreement shall be in writing and shall be delivered via certified mail or nationally recognized courier service to the other party at the address shown below (or at such other address as may be specified by a notice given to the other party in accordance with this Section 7.3) and shall be effective when actually delivered to such address.

7.4 Severability.  If any one or more of the provisions in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

7.5 Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana and of the United States of America without reference to any conflicts of law principles; the parties submit themselves to the jurisdiction of the federal and state courts located in Lake County, Indiana, which shall have exclusive jurisdiction of any disputes arising hereunder, and the parties waive any objection to venue therein.

7.6 Force Majeure.  IBG will not be liable for delays in delivery or the failure to perform its obligations under this Agreement, if such failure is caused by the occurrence of any force majeure beyond its reasonable control, including without limitation product allocations, material shortages, labor disputes, strikes and other industrial disturbances, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government orders, fires, floods, severe weather conditions, accidents, computer interruptions, acts of terrorism, epidemics, quarantine restrictions, riots, insurrections or war.  IBG's time for delivery or performance will be extended by the period of such delay or IBG may, at its option, allocate production and delivery among its customers, or cancel or reduce any order or remaining part thereof, in its sole discretion without liability to Wholesaler.

7.7 Headings.  Section headings herein are for convenience only and shall in no case be considered in construing this Agreement.

7.8 Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The person signing below on behalf of Wholesaler warrants that he or she has full authority to execute this Agreement and to bind Wholesaler and that all actions on behalf of Wholesaler required to authorize execution and performance of this Agreement have been duly taken.

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Appendix A

Indiana Botanic Gardens Wholesale Return Policy

We will accept returns from our wholesale customers and issue a credit to your account for the following reasons only:

1. Product damaged in shipping.
2. Product is defective.
3. Products shipped to you in error by us.
4. Products you ordered in error. You must return within 30 days of the date of purchase.
5. To allow you to try various products from our line, we allow you 45 days from the date of purchase to return any product that you had not previously ordered, for a full refund.
6. For all returns, you must include a letter with the name of the product, number of bottles returned, lot number from back of bottle, and reason for the return. Without all of this information, credit will not be issued. A copy of your invoice from us would also be helpful for proper credit.
7. We will not accept returns for the following reasons:

1. Products you ordered and then decided you did not want, with the exception of item #5 above.
2. Products that are not selling or are out-of-date.
3. Products returned by your customer more than 30 days from date of your purchase from us.

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Appendix B

Indiana Botanic Gardens Minimum Advertised Pricing (MAP) Policy

Botanic Choice® brand vitamins and nutritional supplements have been serving the discerning American consumer since 1910. Indiana Botanic Gardens, Inc. (the “Company”) is committed to maintaining the integrity, value, and reputation of the Botanic Choice® brand. The Company has established this Minimum Advertised Price (“MAP”) Policy for Botanic Choice® products (the “Products”).

For purposes of the Policy, “Resellers” include all authorized distributors and wholesalers (“Authorized Resellers”), as well as third party customers (i.e., Authorized Resellers’ customers) that resell Botanic Choice®/Botanic Spa® products to consumers.

To ensure the ability of all Resellers to effectively promote Botanic Choice® products, effective June 1, 2019, the following MAP policy will be in effect:

1. MAP

• For purposes of the Policy, the "MAP" means no more than 25% off the standard one-bottle retail price set by the Company (the “Retail Price”).
• Resellers may not advertise the Products at a price below the MAP. Advertising includes, but is not limited to, (i) print and broadcast media advertising, such as catalogs, newsletters, newspaper, radio and television, (ii) online pay-per-click advertising, (iii) internet sites such as online portal sites, auction and shopping sites, natural or paid search engine listings, social media sites, banner advertisements, and Resellers’ own Web sites, and (iv) direct mail and e-mail.
• Sales incentives may be advertised but not in a way that results in advertising or showing a price for the Product that is below the MAP. Special unadvertised, limited-time, in-store discounts are permitted; however, this exception does not apply to online business.
• Company will make its best effort to keep Resellers updated on any retail price changes, and expects Reseller to update Reseller pricing immediately upon receipt of such changes.

• All Resellers are responsible for maintaining compliance with the MAP Policy.

2. Compliance

• All Resellers must comply with this MAP Policy.
• If it is determined by the Company that a Reseller has violated the terms of this MAP Policy and/or selling practices set forth herein, the Company reserves the right to:

• revoke said Reseller’s authorization to sell Botanic Choice® brand products for a period of time to be determined by the Company up to and including permanently;
• pause or cease any and all pending or future shipments to the Reseller; and/or
• refuse the return of any remaining inventory by the Reseller.

• This MAP Policy relates only to advertised prices and does not restrict the actual sales price at which a Product is sold.
• The MAP Policy may be changed at any time without advance notice by the Company.

3. Company Contact

If you have questions about the Indiana Botanic Gardens MAP Policy, please contact us at Wholesale@BotanicChoice.com