Mylk Labs Minimum Advertised Price Policy ("MAP")

Effective Date: February 19, 2022

The mission of Mylk Labs, LLC (“Mylk Labs”) has been, and will always be, to establish strong recognition of its brand by sharing with the world valued food that promotes and nourishes a healthy body without compromising flavor, nutrition, or convenience. Mylk Labs recognizes that its success to this mission is tied to the success of its network of select authorized resellers. Mylk Labs understands that many of its resellers invest significant time and resources to deliver Mylk Labs’ unique products. Thus, Mylk Labs aims to protect and facilitate their ability to do so, while at the same time discouraging price-based advertising that would be detrimental to its resellers’ service and support efforts and the Mylk Labs brand.

In pursuit of such goals, Mylk Labs has unilaterally established this Minimum Advertised Price Policy (“Policy”) for its products, which applies to any and all resellers, including but without limitation, Internet and in-store retailers, distributors, resellers, and dealers (collectively, “Resellers”).

Policy Statement

Mylk Labs, in its sole discretion, reserves the right to discontinue doing business with any Reseller that advertises any product covered by this Policy at a price lower than the Minimum Advertised Price (“MAP”), as set forth in Exhibit A of this Policy.

Applicability

1. This Policy applies to all Mylk Labs Brands products sold by Mylk Labs (“Products”) and applies to all Resellers in the United States.
2. This Policy applies to all Resellers, including direct resellers of the Products, as well as any indirect or “downstream” resellers and/or purchaser which includes through a chain of commerce that has been shipped internationally and returned domestically. At Mylk Labs’s sole discretion and determination, Resellers may be responsible for a violation of this Policy from their sub-resellers, subsidiaries, and affiliated companies (“Affiliates”). A violation of this Policy by any Affiliates may be deemed a violation by the Reseller and will subject the Reseller to the Remedial Action (defined below).
3. This Policy applies to distribution, including but not limited to, retail sales and offers to sell. This Policy also applies to distribution as part of any program, such as United Natural Foods, Inc. Such distribution includes without limitation catalog sales, print advertising, direct mail advertising, Internet and Internet related electronic media such as email newsletters, email solicitations, e- coupon offers, smartphone and smart devices, apps, retailer websites, third party web sites and media.

General Guidelines

1. Mylk Labs recognizes that Resellers may make their independent decisions to advertise and sell any Product at any price they choose without consulting or advising Mylk Labs. Similarly, Mylk Labs will exercise its unilateral rights to make its independent business decisions regarding the composition of its Reseller network, including but not limited to, its resellers program, marketing materials, marketing displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs. Additionally, Mylk Labs reserves the right, in its sole discretion, to discontinue business with or to take any other appropriate action with respect to any Reseller that fails to adhere to this Policy. In order to facilitate a fair market, Mylk Labs does not authorize the reselling of its Products on Amazon.
2. Resellers may independently decide whether to follow this Policy. This Policy does not constitute an agreement between Reseller and Mylk Labs, and Mylk Labs will not ask for or accept any assurance of compliance or other agreement regarding this Policy. This Policy is non-negotiable and will not be altered, amended, or modified for any individual Reseller.

Advertising Guidelines

1. ALL ADVERTISING FOR PRODUCTS SHALL CLEARLY STATE A PRICE EQUAL TO OR GREATER THAN THE MAP.
2. This Policy also applies to any activity which Mylk Labs determines, in its sole discretion, is designed or intended to circumvent the intent of this Policy, such as solicitations for "group purchases" and the like.
3. Where the Products covered by this Policy are bundled with or sold as part of a package that includes other products, including free or discounted products, it is a violation of this Policy to advertise the bundle or package at a price that has the effect of discounting the covered Product below the MAP.
4. It is also a violation of this Policy to indicate in advertisements that an advertised net price lower than the MAP is available. It is in violation of this Policy to imply that a price lower than MAP is Examples of such unauthorized advertisements include “drop in cart” pricing, “add to cart” pricing, “click to see” pricing, and “call for” pricing.
5. Also prohibited are advertisements that indicate that discounts may be available when a customer takes specific action that goes beyond buying the Product, such as “special price option” or “name your price,” or other website features such as automated “bounce-back” pricing e-mails, pre- formatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart and other similar features are considered to be communications initiated by the Reseller (rather than by the customer) and thereby constitute “advertising” under this Policy.
6. It shall not be a violation of this Policy to advertise in general that the Reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases, provided that the Reseller does not include any advertised price below MAP and otherwise complies with this Policy.
7. This Policy does not apply to solely on-premise or in-store advertising that is not distributed to However, any statements or implications in any advertising covered by this Policy which could indicate that a lower price may be found in-store, in the on-line shopping cart, or at the checkout stage of a Reseller’s website is a violation of this Policy.

Policy Enforcement

1. If a Reseller with multiple store locations or sells on varies online websites/platforms violates this Policy at any one store location or online websites/platforms, then Mylk Labs will consider this to be a violation by the Reseller.
2. Mylk Labs reserves the right to cancel any pending orders or restrict future orders if Mylk Labs reasonably believes a Reseller has violated this Policy or a Reseller intends to violate this Policy.
3. Should a Reseller violate this Policy, in particular, the guidelines set forth in the General Guidelines and Advertising Guidelines (together, “Guidelines”) sections above, Mylk Labs reserves its right to enforce the following remedial action (“Remedial Action”):

• In the event Mylk Labs unilaterally determines that a Reseller has committed a violation of this Policy, and its Guidelines, Mylk Labs shall submit a sanction letter to the Reseller notifying the Reseller of the violation. Within three (3) business days of the receipt of such sanction letter, the Reseller must become compliant with this Policy, and its Guidelines, which includes, at Mylk Labs’ discretion, requiring the Reseller to remove website listings. Should the Reseller fail to comply within three (3) business days, Mylk Labs may, at its discretion, execute its rights to (i) cancel any and all orders at any time, (ii) indefinitely terminate a relationship with a Reseller, and/or (iii) submit a trademark infringement claim against the Reseller, in which case the Reseller shall not use the name, logo, trademarks, service marks, or trade name, including its artwork, graphics, photos, or text, of Mylk Labs.

 PERFORMANCE OF THE ABOVE REMEDIAL ACTION DOES NOT PREVENT MYLK LABS FROM PURSUING APPROPRIATE LEGAL ACTION OR REMEDIES AVAILABLE TO MYLK LABS UNDER APPLICABLE LAW FOR ANY DAMAGES THAT MAY BE CAUSED BY THE RESELLER WITHIN OR OUTSIDE OF THIS POLICY.

Policy Administration

Mylk Labs may update, revise, suspend, terminate, reinstitute, or modify this Policy at any time in its sole discretion. Mylk Labs shall make any such modifications available to all its Resellers.   If Mylk Labs changes its Policy on any of its Products, Mylk Labs will provide reasonable notice to Resellers before such change takes effect.

No Mylk Labs employee or agent, including a Reseller, 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 this Policy.   Any questions in connection with this Policy should be submitted in writing and addressed to Grace Cheng, CEO of Mylk Labs, at grace@mylklabs.com.

This Policy is effective as of the Effective Date set forth above and supersedes all and any prior Mylk Labs policies regarding minimum advertised prices or resale prices for any Products sold by any Reseller. It is the responsibility of the Reseller to routinely check for updates to this Policy.