Minimum Advertised Pricing Policy
Effective October 31, 2022, a minimum advertised price policy on all Materna Medical (“Materna”), products will be in effect (herein referred to as the “MAP Policy”).
As used in this MAP Policy, “Sales Partner” means any reseller, distributor, or dealer of Materna products.
Materna Medical is a novel OBGYN platform company, defining a $6B market in the most common pelvic conditions women face. Milli vaginal dilator is an expanding dilator indicated to help relieve the symptoms of vaginismus for use at home. The Milli dilator is sold through a direct-to-consumer and a reseller-type model. Materna intends to introduce additional products which will be covered by this MAP Policy. By not adhering to the established MAP Policy, a Sales Partner can dramatically diminish or detract from the perceived value of Materna products. The global impact of the internet can cause great harm to any company’s products if they are advertised at prices that will eliminate legitimate competition through other distribution channels. We recognize that our success is tied to the success of our network of Sales Partners. We also know that many of our Sales Partners invest significant time and resources to deliver an extraordinary customer experience. We want to protect their ability to do so, while at the same time discouraging price-based advertising that would be detrimental to our Sales Partners service and support efforts. As a result, Materna has unilaterally established this MAP Policy.
1. GENERAL POLICY STATEMENT
Materna, in its sole discretion, reserves the right to discontinue doing business with any Sales Partner that advertises any Materna product(s) covered by this MAP Policy at a price lower than that allowed by the then-current MAP Policy.
a. The products covered by this policy are listed on Materna’s pricelist. Materna may in its sole discretion modify this list from time to time with or without prior notice to Sales Partners. It is the responsibility of Sales Partners to be informed about the current MAP Policy.
b. Materna recognizes that Sales Partners are free to make their own decisions to advertise and sell any Materna product at any price they choose, without consulting or advising Materna. Similarly, Materna will exercise its right to make its own decisions regarding its Sales Partners, supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.
c. The MAP Policy applies to advertised prices, not the price at which MAP products are actually sold or offered for sale through any means.
d. Materna believes in maintaining a well-regulated and fair marketplace for all its Sales Partners.
e. A Sales Partner may not list Materna products on any third-party website, such as Amazon, ebay, Overstock, etc. or any others, without prior written consent from Materna.
f. This MAP policy applies to all advertisements of Materna products in any and all media, including, but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, email solicitations, internet or other electronic media, television, radio, and public signage.
g. This MAP Policy does not establish maximum advertised prices. All Sales Partners may offer Materna products at any price in excess of the prices allowed by the MAP Policy.
h. Materna maintains the right to run a temporary sale at its discretion, and in such case, the MAP Policy prices will be the same as the temporary sale price on those particular items for that particular time period.
i. The MAP Policy does not apply to solely on-premise or in-store advertising that is not distributed to customers; if applicable.
j. Website features such as “click for price,” automated “bounce-back” pricing e-mails, preformatted 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 Sales Partner (rather than by the customer) and thereby constitute “advertising” under the MAP Policy.
k. This MAP Policy also applies to any activity which Materna determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for “group purchases” and the like.
l. It shall not be a violation of this MAP Policy to advertise in general that the Sales Partner has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the Sales Partner does not include any advertised price below the price in the MAP Policy and that otherwise complies with this MAP Policy.
m. From time to time, Materna may permit a Sales Partner to advertise MAP products at prices lower than the MAP price. In such events, Materna reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all Sales Partners of such changes.
n. From time to time, Materna may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that:
- the advertisement includes a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style;
- an asterisk is placed next to the net price after manufacturer’s rebate; and
- “after manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.
3. BUNDLING GUIDELINES
a. “Bundling” or advertising Materna products for sale together with other products will violate this MAP Policy when:
- the effective or stated price of the bundle represents a discount of greater than 15% of the MAP Policy compliant-price; or
- the product(s) bundled with MAP products violate Materna’s Intellectual Property rights; or
- the product(s) bundled with MAP products include words, packaging, graphics, or other indicia which may create customer confusion as to the source of the product(s); or
- the effective or stated discount is greater than 15% of the highest priced item in the bundle.
b. Product(s) bundled with the MAP products must not, without conspicuous warning, be:
- technically incompatible; or
- likely to result in a degradation of quality or performance of the associated MAP product(s); or
- create or encourage additional risk of damage, bodily injury, or death to the customer if used together.
c. Gift cards, coupons, points, or other incentives which are contingent on the purchase of a MAP product will violate this MAP Policy when:
- the effective or stated price of the bundle represents an immediate discount of greater than 15% of the MAP Policy compliant-price; or
- the effective or stated price of the bundle represents a discount of greater than 15% of the MAP Policy compliant-price after taking into consideration any contingent future purchase.
d. Rebate programs from Materna, whether on MAP products or Materna’s partners’ products, are exempt from this policy.
a. Materna reserves the right to cancel any pending orders, restrict future orders, or suspend a Sales Partner’s account if Materna reasonably believes:
- a Sales Partner has violated the provisions of the MAP Policy; or
- a Sales Partner intends to violate the MAP Policy.
b. The Materna MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy has occurred, as well as for determining appropriate consequences and sanctions.
c. Waivers to the MAP Policy may be granted in Materna’s sole discretion by the MAP Policy Administrator in a written waiver. Materna’s sales and marketing personnel, or any other personnel, are not authorized to modify or grant exceptions to the MAP Policy. In the event that the MAP Policy Administrator authorizes a waiver to the MAP Policy, Sales Partners must strictly adhere to the terms of the written waiver. Deviation from the terms of the written waiver is a violation of the MAP Policy.
d. Materna monitors the advertised prices of Sales Partners, either directly or via the use of third party agencies or tools. Sales Partners are expected to provide reasonable cooperation in any Materna investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Materna MAP policy investigation is a violation of the MAP policy.
e. The MAP Policy will be enforced by Materna in its sole discretion and without notice. Sales Partners have no right to enforce the MAP Policy. Violations of the MAP Policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law.
f. All questions related to the MAP Policy should be directed to: firstname.lastname@example.org