MUSTANG SEATS MINIMUM ADVERTISED PRICING POLICY 

In order to preserve its reputation for providing customers with high value products and strong after–sales support, and to further enhance the Mustang brand image and its competitiveness in the marketplace, Mustang is unilaterally instituting a policy of minimum advertised price standards for Mustang Motorcycle Products, LLC dba Mustang Seats (“Mustang“). This Minimum Advertised Pricing Policy (“MAP Policy”) will become effective January 1, 2014 and will apply to distributors and retailers, including catalogs and internet retailers (collectively, “Resellers”), who resell Mustang products to end users located in the United States. 

Mustang Motorcycle Products owns the trademarks, various derivatives thereof, logos, copyrights to materials in its catalogs and other intellectual property associated with the Brand (collectively referred to as “Marks“) Dealers are granted a limited, revocable, non-exclusive, non-transferable license to use the Marks in connection with any print or internet advertising associated with the Brand as long as they adhere to Mustang Motorcycle Products policies including this MAP Policy. 

Mustang greatly values the efforts of all Resellers to distribute Mustang products and support our customers. This MAP Policy is adopted for the benefit of all Resellers and will be uniformly enforced. 

This MAP Policy shall work under the following guidelines: 

1. Mustang will, from time to time, publish a Schedule of Manufacturers Suggested Retail Prices (“MSRP Schedule”) on its internet website, which may be amended or adjusted by Mustang at any time in its sole discretion. The MSRP Schedule will identify the effective date, the products and the manufacturer’s suggested retail price (“MRSP”) for those products. Each advertisement of a product identified in the MSRP Schedule more than 10% below the MSRP will be a violation of this MAP Policy. Mustang products not specifically identified in the MSRP Schedule are not subject to this MAP Policy.

2. This MAP Policy applies to all advertisements of Mustang products listed on the MSRP Schedule in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, e-mail newsletters, e-mail solicitations, internet or similar electronic media, television, radio, and public signage. This MAP Policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer(s).

3. The inclusion in advertising of free or discounted products (whether made by Mustang or another manufacturer) with a product covered by this MAP Policy would be contrary to this MAP Policy if it has the effect of discounting the advertised price of the covered Mustang product more than 10% below the MSRP.

4. A visible strike-out, deletion or alteration of any price in any internet advertising is strictly prohibited. Dealers must not include statements or options related to the Brand which may lead consumers to perceive the offer is greater than 10% below MSRP. Statements such as “call”, “call for price”, “email to get the lowest price”, “guaranteed lowest prices”, “best offer”, “place in shopping cart to see our lowest price”, “at least x% off”, or other similar statements should not be used.

5. Thiş MAP Policy applies only to advertised prices and does not apply to the price at which Mustang products are actually sold or offered for sale to an individual consumer within Resellers’ retail location or over the telephone. Resellers remain free to sell these products at any prices they choose under these circumstances.

6. This MAP Policy does not establish maximum advertised prices. All Resellers may offer Mustang products at any price in excess of the MSRP

7. Internet auctions may not display or have reserved bid or other acceptable prices more than 10% below the MSRP

8. Pricing listed on an internet site is considered an “advertised price” and must adhere to this MAP Policy.

9. This MAP Policy is solely within Mustang’s discretion and authority acting through the duly authorized managers of Mustang. No employee or sales representative of Mustang has any authority to discuss, modify or grant exceptions to this MAP Policy. Any representation or action by any employee, sales representative or persons not specifically authorized to discuss, modify or grant exceptions to this MAP Policy under this paragraph is unauthorized and invalid. All questions about thiş MAP Policy should be in writing and directed via U.S. Mail to MAP Policy Administrator, Mustang, 4 Springfield Street, P.O. Box 185, Three Rivers, MA 01080 or via e-mail to mapadministrator@mustangseats.com who will respond only in writing. No oral communications about this MAP Policy are authorized. The MAP Policy Administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to Resellers regarding the policy and receiving any communications regarding sanctions imposed under this MAP Policy. Any action taken by Mustang under this MAP Policy shall be without liability to Mustang.

10. From time to time, Mustang may choose to offer special promotions on certain products. In such an event, we reserve the right to modify or suspend this MAP Policy in whole or in part by notifying all Resellers of the duration and nature of the change. Mustang further reserves the right to adjust the MSRP with respect to all or certain products at its sole discretion. Such changes shall apply equally to all Resellers.

11. Intentional and/or repeated failure to abide by this MAP Policy will result in sanctions unilaterally imposed by Mustang. 

Consequences: Failure to abide by this Policy may result in penalties, including those specifically set forth below, as well as being terminated as a Mustang Motorcycle Products dealer. 

Dealer violations of the Policy will be addressed under this four-step enforcement process: 

First violation:

Dealer will receive a written notification informing the Dealer that it will be subject to a two (2) day prohibition from purchasing the products involved in the violation. Corrective action must be implemented within 48 hours for electronic advertisements (email/internet sites) and the relevant production cycle for print and other advertisements, but no later than thirty days. If corrective action is not implemented within the aforementioned timeframe, the two-day prohibition will be extended and Dealer’s rights to use the Marks will be forfeited and not permitted until reinstated at the sole discretion of Mustang Motorcycle Products. 

Second violation within 180 days of first violation:

Dealer will receive a written notification informing the Dealer that it will be subject to a thirty– (30) day prohibition from purchasing the products involved in the violation and the Dealer’s rights to use the Marks will be forfeited and not permitted during this period. If corrective action is not implemented within the timeframe delineated above, the thirty–(30) day prohibition can be extended and Dealer’s rights to use the Marks will be forfeited and not permitted until reinstated at the sole discretion of Mustang Motorcycle Products. Violations after 180 days from the first violation will be considered a new first violation. 

Third violation within 180 days of second violation:

Dealer will receive a written notification informing the Dealer that it will be subject to a ninety– (90) day prohibition from purchasing the products involved in the violation and the Dealer’s rights to use the Marks will be forfeited and not permitted during this period. If corrective action is not implemented within the timeframe delineated above, the ninety-(90) day prohibition can be extended and Dealer‘s rights to use the Marks will be forfeited and not permitted until reinstated at the sole discretion of Mustang Motorcycle Products. Violations after 180 days from the second violation will be considered a new first violation. 

Fourth violation within 180 days of the third violation:

Dealer will receive a written notification informing the Dealer that it will be subject to a minimum one (1) year prohibition from purchasing the products involved in the violation and the Dealer’s rights to use the Marks will be forfeited and not permitted during this period. If corrective action is not implemented within the timeframe delineated above, the one (1) year prohibition can be extended and Dealer’s rights to use the Marks will be forfeited and not permitted until reinstated at the sole discretion of Mustang Motorcycle Products. Violations after 180 days from the third violation will be considered a new first violation. 

Notwithstanding the above, based on the sole discretion of Mustang Motorcycle Products, a Dealer who demonstrates multiple first violations of this Policy may be subject to a permanent prohibition from purchasing the products and the Dealer’s rights to use the Marks will be forfeited and not permitted. 

12. Distributors of Mustang products will make a copy of this MAP Policy available to any new or existing Reseller for their records.

13. The terms of this MAP Policy are confidential and should not be disclosed to other parties. 

This MAP Policy has been established by Mustang to help ensure the legacy of Mustang as a top producer of high quality products and to protect the reputation of its name and products. This MAP Policy is also designed to avoid destructive intra brand conflict and to ensure that dealers and distributors have the incentive to invest resources into services for Mustang customers.