Minimum Advertised Price Policy

Skye Supply, LLC is continuing to design, produce and offer interesting and fun bicycle products for the participants of our sport. These bicycle products are offered under the brand name Clean Motion.

We recognize that our brick and mortar (B&M) dealers invest time and resources to deliver an extraordinary customer experience through knowledgeable staff and compelling vendor presentation. To support our resellers’ extra efforts, Skye Supply, LLC wishes to establish policies that allow resellers to earn the profits necessary to maintain the high level of customer excellence people of come to expect from Independent Bicycle Dealers.

To protect the investment of our B&M dealers, we have unilaterally adopted a MINIMUM ADVERTISED PRICE POLICY (“MAP Policy”) on our Clean Motion Brand products. Skye Supply established this MAP Policy due to the fact that reseller advertising and sales practices that promote Clean Motion products primarily on the basis of price could be detrimental to resellers’ service and support efforts and our Clean Motion brand’s competitive position. Online discounting practices could allow some resellers to take advantage of the service and support efforts of others. Skye Supply, LLC believes that these practices are unfair and thus discourages such efforts.

Skye Supply, LLC, in its unilateral discretion, will not do business with any reseller, as to the products covered by this MAP Policy, if that reseller intentionally advertises any MAP Product below its MAP price. Skye Supply, LLC is confident that this program will strengthen its competitiveness and benefit all of its resellers, and is asking its partner distributors to participate in the implementation and enforcement of these policies.

Official Policy and Guidelines

Additional guidelines related to this MAP Policy are as follows:

1. Skye Supply, LLC reserves the right, in its unilateral discretion, to take other action with respect to any re-seller that violates this MAP Policy.

2. The MAP Policy will be enforced by Skye Supply, LLC in its sole discretion.

3. Skye Supply, LLC will maintain an updated “MAP Products” list of those products that will fall under this MAP Policy, and reserves the right to update or modify this list at any time.

4. All Products listed will have an MSRP retail price. Advertising a price that is more than 10% below the MSRP price after applicable shipping charges have been accounted for will represent a violation of this MAP policy. This MAP Policy applies to all advertisement of MAP Products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage. Such website features as “Click for price”, 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 re-seller (rather than by the customer) and this constitutes “advertising” under this MAP Policy. This MAP Policy also applies to any activity which Skye Supply, LLC 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.

5. It shall not be a violation of this MAP Policy to advertise in general that the re-seller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the re-seller does not include any advertised price below MAP and otherwise complies with this MAP Policy.

6. From time to time, particularly during the months of February and December, Skye Supply, LLC may permit re-sellers to advertise lower than the prices dictated in the MAP policy with respect to the affected products for a specified period of time by providing advance notice to all re-sellers of such special events.

7. From time to time Skye Supply, LLC 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 (a) the advertisement include a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; (b) an asterisk is placed next to the net price after manufacturer’s rebate; and (c) the”*After manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.

8. Where Clean Motion brand products are bundled with or sold as part of a package that includes other products (whether or not manufactured by Skye Supply, LLC), it shall be a violation of this MAP Policy to sell or advertise the bundle (or package) at a price that: (a) is lower than the total Minimum Advertised Price of the Clean Motion Brand product or (b) violates the letter or spirit of the MAP Policy.

9. It shall be a violation of this MAP Policy to include in any advertising for Clean Motion brand product any additional discount, coupon, gift card, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of any MAP Product below MAP. Advertising that includes an additional discount, coupon, gift card, points, or any other incentive for future purchases shall be evaluated under the same guidelines as described in Section 8 regarding product bundling.

10. It shall not be a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price”, or to use similar language, specifically with respect to a Clean Motion brand product.

11. If a re-seller with multiple store locations violates this MAP Policy at any particular store location, then Skye Supply, LLC will consider this to be a violation by all of the re-seller’s locations.

12. Although re-sellers remain free to establish their own resale prices, Skye Supply, LLC reserves the right to cancel all orders and indefinitely refuse to accept any new orders from any resellers whom have advertised any MAP Products at a net retail sales price less that the then-current MAP retail price, or if reseller has violated this policy in any other way.