CP Skin Health Group, Inc. (“CP Skin”) markets both the EltaMD and PCA SKIN lines. EltaMD is a professionally recommended sun-centric skin care line for all skin types and lifestyles. PCA SKIN is a professionally recommended skin care line with a mission to improve people’s lives by providing results-oriented skin care solutions that are backed by science for the health of people’s unique skin. Both EltaMD and PCA SKIN are known for their premium brand equities and their support for skin care and medical practices and online retailers (together, “Retailers”) who provide a superior experience to consumers seeking premium skin care. CP Skin’s Minimum Advertised Price (“MAP”) Policy is being unilaterally implemented by CP Skin to help maintain these long-term strengths. For any Retailers selling PCA SKIN products online, this MAP policy supplements CP Skin’s Online Reseller Policy dated March 1, 2022. CP Skin knows that many Retailers invest significant time and resources to deliver that superior consumer experience. These Retailers demonstrate in-depth knowledge of CP Skin’s products, make educated salespeople and skin care professionals available to assist shoppers, provide informative and engaging product displays, and devote the resources necessary to make a sound recommendation for skin care to consumers. CP Skin’s MAP Policy is intended to discourage advertising practices that would be detrimental to the brand equity of both EltaMD and PCA SKIN or to the service, education and support efforts provided by Retailers of EltaMD and/or PCA SKIN products. The Policy is also intended to prevent certain Retailers from unfairly taking advantage of the service, education and support efforts provided by other Retailers.
● CP Skin’s MAP Policy is applicable to all authorized EltaMD and PCA SKIN Retailers in the United States.
● CP Skin’s MAP Policy applies to all EltaMD-branded and PCA SKIN-branded products.
● Under CP Skin’s MAP Policy, Retailers may not advertise those EltaMD and PCA SKIN products covered by the MAP Policy at prices below MAP.
● The MAP for each EltaMD-branded and PCA SKIN-branded product is defined as set forth in the EltaMD and PCA SKIN U.S. Minimum Advertised Price (MAP) Schedules.
● Pre-tax advertised price must be at or above MAP (i.e., MAP is exclusive of any applicable taxes). Effective August 1, 2022 CP Skin U.S. Minimum Advertised Price Policy for EltaMD and PCA SKIN Products 1 Confidential – For CP Skin Customers Only
● Advertisements that list a discount without showing a specific advertised price in dollars are subject to MAP (i.e., if the discount results in the price going below MAP, it is a violation).
● Please contact your Business Development Representative (BDR) and refer to Exhibit A for MAP pricing for all EltaMD products.
● Please contact your Business Development Representative (BDR) and refer to Exhibit B for MAP pricing for all PCA SKIN products.
IMPORTANT NOTE: CP Skin’s MAP Policy does not apply to the retail prices at which products are actually sold – Retailers continue to have the right to sell EltaMD and PCA SKIN products at any price they choose.
Definition of “Advertising
Under CP Skin’s MAP Policy, “Advertising” includes, but is not limited to, promotions and advertising in the following format:
● Print (magazines, newspapers, flyers, inserts, circulars, direct mail, out of store Retailer coupons)
● Broadcast (television, radio, on-line video)
● Billboards, windows or other outdoor advertising
● E-mail, Internet and online advertisements (individual product pages, product list pages, website home pages, social media posts, banner ads, pop up ads, paid search results and circulars)
o Note that individual product pages that do not include an advertised price but instead refer the shopper to “click for price” or “add to cart for price” would not violate CP Skin’s MAP Policy. However, product pages that advertise “add to cart for lower price” or otherwise advertise there is a lower price than MAP would be a violation.
o Also note that paid search results for any search term using an EltaMD and PCA SKIN brand may not reference a discount if the advertised product with discount would be less than the MAP, unless clearly linked to an exclusion, such as repeat delivery.
Exclusions from CP Skin’s MAP Policy
CP Skin’s MAP Policy does not apply to or restrict the following:
● Solely on-premise or in-store advertising (in-store signage, price tags, displays, hang tags)
● Discounts applied only “in basket,” in the “shopping cart,” or in similar check-out web pages or windows on websites and mobile applications
● Retailer-wide discounts so long as (i) such discounts do not occur more than three times per year, during the following designated periods: Memorial Day (May 26 to 30, 2022), Labor Day (September 1 to 5, 2022) and Turkey-5 (November 24 to 28, 2022); (ii) such discounts occur no more than 20 additional days per year using “in basket,” in the “shopping cart,” or in similar check-out web pages or windows on websites and mobile applications; and (iii) such discounts apply only to new customers Effective August 1, 2022 CP Skin U.S. Minimum Advertised Price Policy for EltaMD and PCA SKIN Products 3 Confidential – For CP Skin Customers Only
● Discounts during Amazon Prime Day, with products and percent approved by CP Skin
● Discounts applied only during live-streamed events (though for the avoidance of doubt advertisements for live-streamed events would be covered by CP Skin’s MAP Policy)
● Subscription or repeat delivery discounts: any advertisement of a discount below MAP must be clearly linked to signing up for subscription or repeat delivery. For example, “5% off EltaMD UV Clear valid with autoship” would be compliant.
● Offers of free gifts of product with qualifying purchase. For example, the offer of a free Facial Wash with the purchase of at least $150 of PCA SKIN products would be compliant, while the offer of a 50% discount on Facial Wash with any purchase of PCA SKIN products would not be compliant.
● Price quotes responding to a direct consumer inquiry, whether transmitted in person, by phone, e-mail or fax
● Strategic promotional vehicles (as defined by CP Skin through its Marketing Department)
The maximum discount that can be advertised through any of the forgoing exclusions is 20% off the applicable Minimum Advertised Price.
Consequences of Violation of MAP Policy
CP Skin reserves the right to make its own independent decision regarding Retailers with which it chooses to do business. Should a Retailer choose to advertise in violation of CP Skin’s MAP Policy, CP Skin reserves the unilateral right to:
● First Violation: Send Retailer a warning letter informing them of the violation and consequences for future violations.
● Second and Subsequent Violations: Suspend supply of the EltaMD and/or PCA SKIN product(s) (by SKU) featured in the Retailer’s non-compliant advertising for thirty(30) calendar days.
o For example, if a Retailer’s second MAP violation relates to advertised price on the Retailer’s online description page for EltaMD’s 1.7oz UV Clear, the supply of that particular product/SKU will be suspended for 30 days.
CP Skin reserves the right to discontinue sales to the Retailer of all EltaMD and/or PCA SKIN products indefinitely for abusive or persistent violations of CP Skin’s MAP Policy.
CP Skin does not ask for, nor will CP Skin accept, any assurance from any Retailer that it will comply with this MAP Policy. CP Skin’s employees and representatives are not authorized to negotiate, modify or waive any terms of this Policy. For purposes of clarity, a non-compliant advertisement that is purportedly “approved” by a CP Skin representative will still constitute a violation. All questions regarding the MAP Policy should be directed to email@example.com.
All matters of interpretation and application of the terms of CP Skin’s MAP Policy remain within the sole discretion of CP Skin. CP Skin reserves the unilateral right to discontinue, revise or modify this MAP Policy, including the MAP, at any time.
The terms of this MAP Policy are confidential and may not be disclosed to any other parties.