Effective Date: August 2, 2023

1. I. INTRODUCTION

New MEND PHYSIO LTD (“Skinny Mixes”) has unilaterally adopted and implemented a Minimum Suggested Retail Price Policy (the “MSRP Policy”) and a Minimum Advertised Price (“MAP”) Policy (“MAP Policy”). Skinny Mixes is adopting the MSRP Policy and MAP Policy (collectively, the “Unilateral Pricing Policies”) to protect its brand position and reputation for quality products and customer service. The Unilateral Pricing Policies cover all of Skinny Mixes’ authorized resellers, dealers, and distributors, including internet retailers (collectively, “Resellers”), selling select Skinny Mixes products in the United States and Canada. Skinny Mixes, in its sole discretion, shall make all determinations of compliance or non-compliance with the Unilateral Pricing Policies and Resellers shall have no right to enforce the Unilateral Pricing Policies. Skinny Mixes may use a third-party agency or tool to determine compliance with the Unilateral Pricing Policies. It is a violation of the Unilateral Pricing Policies to hinder, obstruct, or otherwise fail to cooperate with Skinny Mixes’ compliance investigations. 

Any questions regarding the Unilateral Pricing Policies should be directed in writing via e-mail to: [email protected].

2. II. MSRP Policy

A. SCOPE OF POLICY

This MSRP Policy is not an agreement between Skinny Mixes and any third party and does not require the acceptance of any third party, including with respect to the prices at which such third parties will sell any of Skinny Mixes’ MSRP Products (as defined below). Accordingly, third party requests for exemptions from this MSRP Policy will be denied and Skinny Mixes will not discuss with third parties any conditions of acceptance related to this MSRP Policy. A Reseller’s decision to sell at or above the MSRP (as defined below) is voluntary and does not constitute acceptance or an agreement to comply with this MSRP Policy and each Reseller is free to independently decide whether or not to follow the MSRP Policy.  Skinny Mixes may, in its sole discretion, decide to conduct business only with Resellers who comply with the MSRP Policy. 

B. COVERED PRODUCTS

Skinny Mixes will distribute to its Resellers via email or other means determined by Skinny Mixes a list entitled Minimum Suggested Retail Price List (the “MSRP List”) identifying minimum suggested retail prices (“MSRP”) for select Skinny Mixes products (the “MSRP Products”). Skinny Mixes may modify the MSRP List from time to time in its sole discretion. Any of Skinny Mixes’ MSRP Products not included in the MSRP List are not subject to the provisions of this MSRP Policy. 

C. GENERAL GUIDELINES

This MSRP Policy reflects Skinny Mixes’ finding that competition in the marketplace for its MSRP Products is maximized when such MSRP Products are sold at Skinny Mixes’ minimum suggested resale prices. 

Nothing in this MSRP Policy is intended to inhibit Resellers’ freedom to establish their own resale prices at whatever level they desire; however, if Skinny Mixes determines, in its sole discretion, that a Reseller has (i) sold or offered for sale a MSRP Product at a net price below the MSRP established in the then-current MSRP List or (ii) otherwise violated this MSRP Policy, Skinny Mixes may take any or all of the following actions without assuming any liability:

1. 1. Cancel all unshipped orders to such Reseller
2. 2. Suspend Reseller’s account or ability to purchase certain MSRP Products. If an account is suspended, it will remain suspended for a period to be determined by Skinny Mixes in its sole discretion   
3. 3. Refuse to fulfill any of Reseller’s future orders
4. 4. Cease doing business with Reseller indefinitely
5. 5. Pursue any remedies available to Skinny Mixes at law or in equity 

(Numbers 1 through 5, collectively, the “Remedial Actions”) 

Reseller sales of MSRP Products are authorized if such sales are to (i) other retailers that are pre-approved in writing by Skinny Mixes and (ii) end-users. In furtherance of the foregoing, Resellers are not in compliance with this MSRP Policy if they advertise or sell Skinny Mixes’ MSRP Products on any third-party online marketplace (not including Reseller’s own website(s)) or to any distributors or resellers for further sale or distribution on any third-party online marketplace without Skinny Mixes’ prior written consent (“Unauthorized Sales”). If Skinny Mixes identifies a Reseller engaging in Unauthorized Sales, Skinny Mixes may issue a warning to such Reseller or take any or all of the Remedial Actions. Skinny Mixes will investigate and resolve any reported violation of the MSRP Policy unilaterally and in its sole discretion and will communicate its decision to the affected Reseller.

Skinny Mixes may also take Remedial Actions against Resellers that sell MSRP Products to any third parties that sell the MSRP Products at a price that is less than the MSRP or that otherwise violates this MSRP Policy.

D. POLICY ADMINISTRATION

There are no third-party beneficiary rights to the MSRP Policy. Any failure by Skinny Mixes to require compliance with any provision of MSRP Policy will not operate as a waiver of strict compliance in the future. Skinny Mixes reserves the right to modify, discontinue, or grant exceptions to this MSRP Policy at any time, and the failure of a Reseller to comply with the terms of any such waiver or exception is considered a violation of the MSRP Policy. This MSRP Policy will remain in effect until modified or terminated by Skinny Mixes in its sole discretion.

SKINNY MIXES’ SALES PERSONNEL HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THE MSRP POLICY OR HAVE ANY COMMUNICATIONS WITH ANY RESELLER REGARDING VIOLATIONS OF THE MSRP POLICY.  

This MSRP Policy applies to sales of MSRP Products made directly by Reseller and also to sales made by other individuals or entities who purchase MSRP Products from Reseller for the purpose of resale.  Skinny Mixes expects Resellers to communicate this MSRP Policy to any downstream resellers receiving MSRP Products from Reseller. Violations of this MSRP Policy by downstream resellers will be considered violations by Reseller. 

3. III. MAP Policy

A. SCOPE OF POLICY

Skinny Mixes’ MAP Policy applies to all advertisements of MAP Products (as defined below), including without limitation internet sites, applications, social media sites, email solicitations, and any other electronic media. Automatic price displays in an end-users’ online shopping cart constitutes “advertising” under the MAP Policy. 

The MAP Policy applies to advertised prices rather than the prices at which MAP Products are sold or offered for sale and does not (i) restrict a Reseller’s right to establish retail prices of MAP Products or (ii) require a Reseller to consult with or advise Skinny Mixes on Reseller’s pricing decisions. The MAP Policy does not apply to in-store advertisements that are not distributed externally to end-users.

This MAP Policy is not an agreement between Skinny Mixes and any third party and does not require the acceptance of any third party, including with respect to the prices at which such third parties will sell any of Skinny Mixes’ MAP Products (as defined below). Accordingly, third party requests for exemptions from this MAP Policy will be denied and Skinny Mixes will not discuss with third parties any conditions of acceptance related to this MAP Policy. Skinny Mixes, in its sole discretion, reserves the right to cease doing business with any Reseller that (i) advertises any MAP Products at a price lower than the MAP or (ii) otherwise violates this MAP Policy. 

B. COVERED PRODUCTS

Skinny Mixes will distribute to Resellers via email or other means determined by Skinny Mixes a Minimum Advertised Price List (the “MAP List”) listing the products covered by this MAP Policy (the “MAP Products”). Skinny Mixes may modify the list of MAP Products and the MAP List from time to time in its sole discretion. Any Skinny Mixes MAP Products not included in the MAP List are not subject to the provisions of this MAP Policy. 

C. GENERAL GUIDELINES

If Skinny Mixes determines, in its sole discretion, that a Reseller has (i) advertised any of the MAP Products for resale at prices below the MAP or (ii) otherwise violated this MAP Policy, Skinny Mixes may unilaterally take any actions appropriate in its sole discretion to remedy such violation, including without limitation any of the following actions, without assuming any liability:

1. 1. Cancel all unshipped orders to such Reseller
2. 2. Suspend Reseller’s account or ability to purchase certain MAP Products. If an account is suspended, it will remain suspended for a period to be determined by Skinny Mixes in its sole discretion 
3. 3. Refuse to fulfill any of Reseller’s future orders 
4. 4. Cease doing business with Reseller indefinitely
5. 5. Pursue any remedies available to Skinny Mixes at law or in equity 

(Numbers 1 through 5, collectively, the “Remedial Actions”) 

Any discounting of the MAP for a MAP Product, including, without limitation, advertising, offering or providing coupons, rebates, free accessories, or payment of sales tax for the end user is a violation of this MAP Policy. Any packages or bundles containing MAP Products must be at a price that is at least the aggregate of the MAPs of all MAP Products contained in such package or bundle.  

Advertising free shipping or financing of MAP Products shall not constitute a violation of this MAP Policy. 

Skinny Mixes will investigate and resolve any reported violation of the MAP Policy unilaterally and in its sole discretion and will communicate its decision to the affected Reseller.

D. POLICY ADMINISTRATION

There are no third-party beneficiary rights to the MAP Policy. Any failure by Skinny Mixes to require compliance with any provision of the MAP Policy will not operate as a waiver of strict compliance in the future. Skinny Mixes reserves the right to modify, discontinue, or grant exceptions to this MAP Policy at any time, and the failure of a Reseller to comply with the terms of any such waiver or exception is considered a violation of the MAP Policy. This MAP Policy will remain in effect until modified or terminated by Skinny Mixes in its sole discretion.

SKINNY MIXES’ SALES PERSONNEL HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THE MAP POLICY OR HAVE ANY COMMUNICATIONS WITH ANY RESELLER REGARDING VIOLATIONS OF THE MAP POLICY.  

This MAP Policy applies to advertisements of MAP Products made (i) directly by Reseller and (ii) by other individuals or entities who purchase MAP Products from Reseller for the purpose of resale.  Skinny Mixes expects its Resellers to communicate this MAP Policy to any downstream resellers receiving MAP Products from Reseller. Violations of this MAP Policy by downstream resellers will be considered violations by Reseller.