1. INTRODUCTION

This Appendix 1 (“Lead Registration Appendix“) forms part of the Smackdab Inc. Solution & Affiliate Partner Agreement (“S&A Agreement“) and outlines the procedures for registering and tracking leads. In the event of any conflict between this Lead Registration Appendix and the S&A Agreement, this Lead Registration Appendix shall prevail with respect to lead registration procedures. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the S&A Agreement or the General Agreement, as applicable.

2. LEAD REGISTRATION METHODS

2.1. Partner Portal Registration

2.1.1. Process

• Partner logs into the Partner Portal at https://partners.smackdab.ai

• Partner navigates to “Lead Registration” section

• Partner completes the Lead Registration Form with required information

• Partner submits the form for review

• Smackdab reviews the submission and approves or rejects within two (2) business days

2.1.2. Required Information

• Lead company name

• Lead industry

• Lead website

• Primary contact name

• Primary contact title

• Primary contact email

• Primary contact phone (optional)

• Estimated deal size (number of users and/or anticipated annual contract value)

• Estimated closing timeline

• Description of opportunity and lead’s needs

• Description of Partner’s relationship with lead

• Partner’s planned next steps

• Confirmation that Partner has obtained all necessary consents for sharing lead information

2.2. Tracking Link/Code Usage

2.2.1. Process

• Partner requests a unique tracking link or code through the Partner Portal

• Smackdab generates and provides the tracking link or code within one (1) business day

• Partner incorporates the tracking link or code in marketing materials, website, emails, or other communications

• When a lead follows the tracking link or enters the tracking code on Smackdab’s website, the lead is automatically associated with the Partner

• Partner receives notification of lead activity through the Partner Portal

2.2.2. Types of Tracking Mechanisms

• Unique URL Parameters: Custom URLs with Partner-specific identifiers (e.g., https://smackdab.ai/?partner=XYZ123)

• Referral Codes: Alphanumeric codes that leads can enter during registration (e.g., PARTNER-XYZ123)

• Embedded Tracking Pixels: For use in Partner’s email campaigns and websites

• Custom Landing Pages: Partner-specific landing pages with integrated tracking

2.3. Email Registration

2.3.1. Process

• Partner sends lead registration email to [email protected]

• Email must include “Lead Registration” in the subject line

• Email must include all required information listed in Section 2.1.2

• Smackdab reviews the submission and responds with approval or rejection within two (2) business days

2.3.2. Limitations

• Email registration is available only when the Partner Portal is inaccessible

• Email registration does not provide real-time confirmation

• Partners are encouraged to use the Portal for more efficient processing

3. LEAD REVIEW AND APPROVAL PROCESS

3.1. Review Criteria

Smackdab will evaluate lead registrations based on the following criteria:

3.1.1. Prior Registration

• Lead must not already be registered by another Partner

• Lead must not already be engaged with Smackdab’s direct sales team

• Lead must not be an existing Smackdab Client

3.1.2. Meaningful Interaction

• Partner must have had meaningful interaction with the lead regarding the Services

• Meaningful interaction may include:

  • In-person or virtual meetings

  • Substantive phone conversations

  • Detailed email exchanges

  • Product demonstrations

  • Needs assessment discussions

3.1.3. Lead Interest

• Lead must have expressed genuine interest in the Services

• Interest may be demonstrated by:

  • Requesting a demonstration

  • Requesting pricing information

  • Discussing implementation requirements

  • Requesting a proposal

  • Agreeing to a follow-up meeting

3.1.4. Information Completeness

• All required information must be provided

• Information must be accurate and verifiable

• Required consents for data sharing must have been obtained

3.2. Approval Process

3.2.1. Initial Review

• Smackdab reviews lead registration for compliance with criteria in Section 3.1

• Smackdab verifies the lead is not already registered in Smackdab’s CRM system

• Smackdab may contact the lead to verify interest if deemed necessary

3.2.2. Approval Communication

• If approved, Smackdab will notify Partner via the Partner Portal or email

• Approval notification will include:

  • Confirmation of registration

  • Registration expiration date (ninety (90) days from approval)

  • Unique lead identifier

3.2.3. Rejection Communication

• If rejected, Smackdab will notify Partner via the Partner Portal or email

• Rejection notification will include:

  • Reason for rejection

  • Additional information required (if applicable)

  • Appeal process information (if applicable)

3.3. Conflicting Registrations

3.3.1. Multiple Registration Attempts

If multiple Partners attempt to register the same lead:

• The first Partner to submit a complete registration that meets all criteria will be granted registration

• Subsequent registration attempts will be rejected with appropriate notification

• In determining “first” registration, the date and time stamp of submission through the approved registration methods shall control

3.3.2. Dispute Resolution

If a dispute arises regarding lead attribution:

• Partner must submit a dispute notification through the Partner Portal within five (5) business days of registration rejection

• Dispute notification must include evidence supporting Partner’s claim to the lead

• Smackdab will review the dispute and make a determination within ten (10) business days

• Such disputes shall first be addressed through the process set forth in this Section 3.3.2 before proceeding to the broader dispute resolution procedures outlined in Section 9 of the General Agreement, Section 12.5 of the S&A Agreement, and Appendix 4: Dispute Resolution Flowchart

• Smackdab’s determination after review of the dispute shall be binding on the Partner unless Partner elects to proceed with the formal dispute resolution procedures in the General Agreement

3.3.3. Disputed Lead Handling Procedures

When a lead is subject to a dispute between multiple Partners:

• The disputed lead will be flagged as “Under Dispute” in Smackdab’s system

• All Partners involved in the dispute will be notified of the dispute status

• During the dispute resolution period:

  • The originally registered Partner (if any) will maintain registration of the lead

  • Smackdab sales representatives will not engage with the disputed lead except as necessary for dispute resolution

  • All Partners involved in the dispute shall refrain from making negative comments about other Partners to the lead

• Upon resolution of the dispute:

  • All Partners involved will be notified of the decision with a written explanation

  • The Partner granted registration will receive notification confirming their registration

  • Other Partners will receive notification that their claim was denied with information about the appeals process

  • The lead’s status will be updated in Smackdab’s system to remove the dispute flag

• If the lead converts to a Client during the dispute resolution process:

  • The Commission will be held in escrow until the dispute is resolved

  • Upon resolution, the Commission will be paid to the Partner determined to have proper registration

4. LEAD REGISTRATION VALIDITY PERIOD

4.1. Standard Validity Period

4.1.1. Duration

• Lead registrations are valid for ninety (90) days from the date of approval

• Registration expiration date will be clearly indicated in the approval notification

• This ninety (90) day period aligns with the cookie duration specified in Section 7.2.1

4.1.2. Expiration

• Upon expiration, the lead is automatically released

• Partner receives notification of pending expiration ten (10) days before expiration date

• Other Partners may register the lead after expiration

4.2. Registration Extensions

4.2.1. Extension Eligibility

Partner may request an extension if:

• Active sales activities are ongoing

• Lead has confirmed continued interest

• Progress has been made during the initial registration period

• Partner has complied with the progress update requirements in Section 5.1.1

4.2.2. Extension Request Process

• Partner submits extension request through the Partner Portal at least five (5) business days before expiration

• Request must include:

  • Description of progress made

  • Evidence of ongoing engagement

  • Lead feedback or confirmation of interest

  • Updated estimated closing timeline

  • Partner’s plan for moving forward

4.2.3. Extension Terms

• If approved, registration is extended for an additional sixty (60) days

• Maximum of two (2) extensions per lead (total registration period not to exceed two hundred ten (210) days)

• Additional extensions require executive approval from Smackdab’s Vice President of Sales or higher

5. LEAD TRACKING AND MANAGEMENT

5.1. Partner Responsibilities

5.1.1. Progress Updates

• Partner must provide regular updates on registered leads through the Partner Portal

• Updates must be provided at least every thirty (30) days

• Updates should include:

  • Current status of opportunity

  • Recent interactions with lead

  • Next steps and timelines

  • Changes to opportunity scope or requirements

• Failure to provide timely updates may result in termination of the lead registration

5.1.2. Opportunity Stage Management

• Partner must accurately maintain the opportunity stage in the Partner Portal

• Standard opportunity stages include:

  • Qualification

  • Needs Assessment

  • Solution Presentation

  • Proposal/Pricing

  • Negotiation

  • Closing

5.1.3. Disqualification Notification

• Partner must promptly notify Smackdab if a lead is disqualified

• Disqualification reasons may include:

  • Lead is no longer interested

  • Lead’s needs do not align with Smackdab’s Services

  • Lead has selected a competitor’s solution

  • Lead has postponed the purchase decision indefinitely

5.2. Smackdab Visibility and Support

5.2.1. Sales Visibility

• Smackdab sales team will have visibility into registered leads through CRM system

• Smackdab will not directly contact registered leads without Partner’s knowledge and consent, except for:

  • Lead verification as part of the registration process

  • Responding to direct inquiries from the lead

  • Legal or compliance requirements

  • Suspected fraud or misrepresentation

5.2.2. Sales Support

• Partner may request Smackdab sales support for registered leads

• Support requests may include:

  • Joint sales calls

  • Product demonstrations

  • Technical resource participation

  • Proposal development assistance

  • Contract negotiation support

5.2.3. Deal Desk Support

• For complex opportunities, Partner may request Deal Desk support

• Deal Desk can assist with:

  • Custom pricing

  • Non-standard terms

  • Volume discounts

  • Multi-year agreements

  • Enterprise agreements

6. CONVERSION AND COMMISSION TRACKING

6.1. Sale Confirmation Process

6.1.1. Qualified Sale Definition Alignment

A “Qualified Sale” is defined in Section 6.2 of the S&A Agreement as a sale of Services that meets all of the following criteria:

• The Client was referred directly by Partner through an approved tracking method or was identified as Partner’s Client in Smackdab’s system

• The Client has paid Smackdab (or Partner, in the case of authorized resellers) in full for the applicable Services

• The Client is not an existing Client upgrading or renewing their subscription, unless specifically allowed under the Program Policies or Schedule A

• The Client has not been previously referred by another Partner or claimed by Smackdab’s direct sales team

• The sale was not procured through any violation of this Agreement, the General Agreement, or applicable laws

• The Client does not cancel the Services during any applicable trial period or money-back guarantee period

• Smackdab has not, in its reasonable discretion, disqualified the sale for any reason, including but not limited to suspicion of fraud, abuse, or violation of this Agreement

6.1.2. Referral Model

• For the Referral Model, a sale is confirmed when:

  • Client has signed a subscription agreement with Smackdab

  • Client has paid the initial invoice

  • Any trial period or money-back guarantee period has expired

  • The sale meets all criteria for a “Qualified Sale” as defined in Section 6.1.1 above and Section 6.2 of the S&A Agreement

6.1.3. Resale Model

• For the Resale Model, a sale is confirmed when:

  • Client has signed a subscription agreement with Partner

  • Client has paid the initial invoice to Partner

  • Partner has paid Smackdab for the Services

  • Any trial period or money-back guarantee period has expired

  • The sale meets all criteria for a “Qualified Sale” as defined in Section 6.1.1 above and Section 6.2 of the S&A Agreement

6.1.3. Confirmation Notification

• Partner will receive confirmation of Qualified Sales through the Partner Portal

• Confirmation will include:

  • Client name

  • Subscription details

  • Contract value

  • Commission amount calculated in accordance with Schedule A

  • Expected payment date

6.2. Commission Tracking

6.2.1. Commission Dashboard

• Partner can track Commissions through the Commission Dashboard in the Partner Portal

• Dashboard displays:

  • Pending Commissions

  • Approved Commissions

  • Paid Commissions

  • Commission payment history

  • Commission performance analytics

6.2.2. Commission Reports

• Partner can generate and download Commission reports from the Partner Portal

• Report options include:

  • Monthly Commission summary

  • Quarterly Commission summary

  • Annual Commission summary

  • Client-specific Commission details

  • Commission forecast

6.2.3. Commission Calculation

• Commissions for Qualified Sales shall be calculated in accordance with the rates and methodologies set forth in Schedule A

• The applicable Commission rate is determined by Partner’s tier level at the time the Qualified Sale is confirmed

• For multi-year contracts, Commissions shall be paid according to the structure specified in Section 3 of Schedule A

• For expansions and upgrades, Commissions shall be paid according to the structure specified in Section 4 of Schedule A

7. TECHNICAL IMPLEMENTATION

7.1. URL Parameter Tracking

URLs with Partner-specific parameters should follow this format:

Home

Where:

• [PARTNER_ID] is the unique identifier assigned to Partner

• [CAMPAIGN_ID] is an optional identifier for specific Partner campaigns

• [MEDIUM] is an optional identifier for the marketing medium (e.g., email, social, web)

• [SOURCE] is an optional identifier for the specific source (e.g., newsletter, LinkedIn, blog)

7.2. Cookie Policies

7.2.1. Cookie Duration

• Partner attribution cookies will be stored for ninety (90) days from the lead’s first visit

• Cookie duration aligns with the standard lead registration validity period specified in Section 4.1.1

• Partner acknowledges that cookie duration may be affected by:

  • Lead’s browser settings

  • Privacy tools used by lead

  • Applicable privacy laws and regulations

7.2.2. Cookie Precedence

• First-touch attribution model is used

• If a lead has cookies from multiple Partners, the first Partner’s cookie takes precedence

• Direct Smackdab cookies take precedence over Partner cookies if the lead first engaged directly with Smackdab

• Partner acknowledges and agrees that the above precedence rules are final and binding

7.2.3. Cookie Consent Requirements

• Partner is responsible for ensuring its use of tracking cookies complies with all applicable laws and regulations

• Partner must implement appropriate cookie consent mechanisms on its websites and digital properties

• Partner must provide clear and conspicuous notice about tracking cookies in its privacy policy

• Partner acknowledges that Smackdab may modify cookie functionality to maintain compliance with evolving privacy laws

7.3. API Integration

7.3.1. Available APIs

• Lead Registration API

• Lead Status API

• Commission Calculation API

• Commission Payment API

7.3.2. API Documentation

• Full API documentation is available at https://developers.smackdab.ai/partner-apis

• API keys can be generated in the Partner Portal

• Partner must comply with all API usage policies and limitations

7.3.3. API Security Requirements

• Partner must implement appropriate security measures to protect API keys and credentials

• Partner must use HTTPS for all API communications

• Partner must not share API keys with third parties

• Partner must promptly notify Smackdab of any suspected security breaches

• Smackdab reserves the right to revoke API access in the event of misuse or security concerns

8. COMPLIANCE REQUIREMENTS

8.1. Data Protection and Privacy

8.1.1. Consent Requirements

• Partner must obtain appropriate consent from leads before sharing their information with Smackdab

• Consent must meet the requirements of applicable data protection laws, including but not limited to:

  • California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA)

  • Virginia Consumer Data Protection Act (VCDPA)

  • Colorado Privacy Act (CPA)

  • Connecticut Data Privacy Act (CTDPA)

  • Utah Consumer Privacy Act (UCPA)

  • General Data Protection Regulation (GDPR) (for international expansion)

  • Other applicable state, federal, and international privacy laws

• Partner acknowledges and agrees that, as Smackdab expands internationally in 2026, additional consent requirements may apply and Partner shall be responsible for compliance with such requirements

8.1.2. Privacy Notices

• Partner must provide appropriate privacy notices to leads

• Privacy notices must disclose that lead information may be shared with Smackdab

• Partner must direct leads to Smackdab’s Privacy Policy at https://smackdab.ai/legal/privacy-policy

• Privacy notices must include information about lead’s rights under applicable privacy laws

8.1.3. Cross-Border Data Transfers

• When sharing lead information that involves cross-border data transfers, Partner shall implement appropriate safeguards as required by applicable Data Protection Laws, consistent with Section 10.4 of the General Agreement

• Such safeguards may include:

  • Standard Contractual Clauses

  • Binding Corporate Rules

  • Adequacy decisions

  • Other approved transfer mechanisms

• Partner acknowledges that such requirements may change over time, and Partner is responsible for monitoring such changes and ensuring ongoing compliance

8.1.4. Data Subject Rights

• Partner shall promptly notify Smackdab of any data subject rights requests received from leads in relation to information shared with Smackdab

• Partner shall cooperate with Smackdab to respond to such requests in accordance with Section 12.1.3 of the S&A Agreement

• Partner shall maintain appropriate processes and documentation to demonstrate compliance with data subject rights requirements

8.2. Marketing Compliance

8.2.1. Email Marketing

• Partner must comply with applicable email marketing laws, including the CAN-SPAM Act

• Partner must maintain appropriate unsubscribe mechanisms

• Partner must honor opt-out requests promptly

• Partner must maintain records of consent for email marketing

• Partner must include accurate sender information in all email marketing

8.2.2. Telemarketing

• Partner must comply with applicable telemarketing laws, including the Telephone Consumer Protection Act (TCPA) and the Telemarketing Sales Rule (TSR)

• Partner must maintain appropriate Do Not Call lists

• Partner must honor Do Not Call requests promptly

• Partner must maintain records of consent for telemarketing

• Partner must comply with calling time restrictions and other telemarketing regulations

8.2.3. Advertising

• Partner must comply with applicable advertising laws and regulations, including Federal Trade Commission (FTC) guidelines

• Partner must not make false or misleading claims about the Services

• Partner must not make guarantees without Smackdab’s prior written approval

• Partner must include appropriate disclosures in all advertising

• Partner must comply with industry-specific advertising regulations, if applicable

8.2.4. Social Media Marketing

• Partner must comply with applicable social media platform policies and terms of service

• Partner must clearly disclose its relationship with Smackdab in social media marketing

• Partner must maintain records of consent for social media marketing

• Partner must honor opt-out requests promptly

• Partner must comply with all applicable laws and regulations regarding social media marketing

8.3. Record-Keeping Requirements

8.3.1. Required Records

• Partner must maintain complete and accurate records of all lead registration activities

• Records must include:

  • Lead contact information

  • Consent documentation

  • Communication history

  • Marketing materials used

  • Registration submissions and approvals

  • Lead registration disputes and resolutions

8.3.2. Retention Period

• Records must be retained for at least three (3) years from the date of lead registration

• Longer retention periods may be required by applicable law or regulation

• Partner acknowledges that retention periods for different types of records may vary based on applicable law

• Partner must implement appropriate data deletion procedures for records that have exceeded the required retention period

8.3.3. Audit Rights

• Smackdab reserves the right to audit Partner’s lead registration records

• Partner shall cooperate with such audits and provide information as reasonably requested by Smackdab

• Audits shall be conducted during regular business hours with reasonable advance notice

• Audits shall not unreasonably interfere with Partner’s regular business operations

• If an audit reveals material non-compliance, Partner shall remediate such non-compliance promptly and may be responsible for the reasonable costs of the audit

9. CHANGES TO LEAD REGISTRATION PROCESS

9.1. Process Updates

Smackdab may update this Lead Registration Appendix from time to time by posting an updated version on the Partner Portal or providing it to Partner through other reasonable means.

9.2. Notice Period

Smackdab will provide at least thirty (30) days’ advance notice of any material changes to the Lead Registration Process, unless shorter notice is required by law or exigent business circumstances.

9.3. Effect on Existing Registrations

Changes to the Lead Registration Process will not affect leads registered prior to the effective date of such changes, which will continue to be governed by the process in effect at the time of registration.

10. LEGAL ENFORCEABILITY PROVISIONS

10.1. Critical Deadlines and Time Periods

Partners must be aware of the following critical deadlines and time periods:

• Lead registration validity period: ninety (90) days from approval date

• Extension request deadline: At least five (5) business days before expiration

• Maximum extension period: sixty (60) days per extension, maximum of two extensions

• Progress update frequency: At least every thirty (30) days

• Dispute submission deadline: Within five (5) business days of registration rejection

• Dispute resolution timeline: Within ten (10) business days of dispute submission

• Disputed lead resolution process: See Appendix 4: Dispute Resolution Flowchart for the complete dispute resolution process, including entry points, escalation paths, and documentation requirements

10.1.1. Dispute Resolution Process and Flowchart

For a detailed visual representation of the dispute resolution process for lead registration disputes, including time frames, documentation requirements, escalation paths, and decision points, refer to Appendix 4: Dispute Resolution Flowchart. This flowchart illustrates:

• Initial dispute filing requirements and deadlines

• First-level review process and timelines

• Escalation criteria for various types of lead disputes

• Final determination process

• Appeal options and procedures

• Post-determination notifications and next steps

• Documentation requirements throughout the process

10.2. Electronic Records and Signatures

10.2.1. Electronic Records

• The parties acknowledge and agree that lead registrations submitted electronically through the Partner Portal or by email constitute “electronic records” within the meaning of applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).

• Such electronic records shall be admissible in evidence as originals in any proceedings between the parties.

• Each party shall maintain appropriate systems and procedures to ensure the integrity and authenticity of electronic records.

10.2.2. Electronic Signatures

• The parties acknowledge and agree that electronic confirmations of lead registrations and approvals constitute “electronic signatures” within the meaning of applicable law, including the E-SIGN Act and UETA.

• Such electronic signatures shall have the same legal effect as handwritten signatures.

• Neither party shall contest the validity or enforceability of lead registrations or approvals based solely on the fact that they were executed or delivered electronically.

10.3. Severability

If any provision of this Lead Registration Appendix is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.

10.4. No Waiver

No failure or delay by either party in exercising any right under this Lead Registration Appendix will constitute a waiver of that right. No waiver under this Lead Registration Appendix will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

10.5. No Third-Party Beneficiaries

This Lead Registration Appendix does not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

10.6. Governing Law and Jurisdiction

This Lead Registration Appendix shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles. Any legal action, suit, or proceeding arising out of or relating to this Lead Registration Appendix shall be brought exclusively in the federal or state courts located in Collier County, Florida, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

10.7. Entire Agreement and Precedence

This Lead Registration Appendix constitutes the entire agreement between the parties regarding lead registration procedures and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict between this Lead Registration Appendix and any other part of the S&A Agreement, this Lead Registration Appendix shall prevail with respect to lead registration procedures.

10.8. Disclaimer of Warranties

THE LEAD REGISTRATION PROCESS IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SMACKDAB DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE LEAD REGISTRATION PROCESS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SMACKDAB MAKES NO GUARANTEE REGARDING LEAD APPROVAL, ATTRIBUTION, OR RESULTING COMMISSIONS. SMACKDAB RESERVES THE RIGHT TO REJECT ANY LEAD REGISTRATION THAT DOES NOT MEET THE CRITERIA IN THIS APPENDIX OR CONFLICTS WITH SMACKDAB’S DIRECT SALES ACTIVITIES OR OTHER PARTNER RELATIONSHIPS.

⚠️ ATTORNEY REVIEW NOTE: The lead registration process should be reviewed for:

• Commercial reasonableness and fairness of the first-to-register rule and its potential anti-competitive impact

• Adequacy of conflict resolution procedures when multiple partners claim the same lead

• Data privacy compliance across all U.S. state laws and preparation for international expansion

• Cookie consent and tracking mechanisms for compliance with evolving privacy regulations

• Electronic signature provisions for compliance with E-SIGN Act and UETA

• Clarity and enforceability of the lead attribution rules

• Documentation adequacy for resolving potential disputes

• Alignment with Commission structures in Schedule A

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