MARKETING GUIDELINES AND APPROVAL PROCESS

1. INTRODUCTION

This Appendix 2 forms part of the Smackdab Inc. Solution & Affiliate Partner Agreement (“S&A Agreement”) and outlines the guidelines and procedures for marketing the Services and obtaining approval for marketing materials. In the event of any conflict between this Appendix 2 and the S&A Agreement, this Appendix 2 shall prevail with respect to marketing guidelines and approval procedures.

2. MARKETING MATERIAL GUIDELINES

2.1. General Guidelines

All marketing materials created by Partner that reference Smackdab or the Services must:

2.1.1. Accuracy Requirements

Accurately represent the Services’ features, functionality, and limitations
Not make false or misleading claims about the Services
Not make unauthorized guarantees, promises, or commitments regarding the Services
Not misrepresent Partner’s relationship with Smackdab
Be consistent with Smackdab’s current product offerings and messaging

2.1.2. Brand Consistency Requirements

Use Smackdab’s trademarks, logos, and brand elements in accordance with Smackdab’s Trademark Usage Guidelines
Maintain Smackdab’s brand integrity and professional image
Use approved color schemes, fonts, and visual elements as specified in Smackdab’s Brand Style Guide
Properly position Smackdab’s logos with appropriate clear space around them
Use only approved, high-resolution versions of Smackdab’s logos and brand assets

2.1.3. Content Standards

Be professional in tone and appearance
Be free from offensive, discriminatory, or inappropriate content
Be grammatically correct and free from typographical errors
Be culturally appropriate for the intended audience
Be compliant with applicable marketing laws and regulations

2.2. Specific Guidelines by Marketing Channel

2.2.1. Website Content

Partner may create dedicated landing pages or sections on their website about Smackdab
Partner must clearly indicate their relationship with Smackdab (e.g., “Authorized Solution Partner”)
Partner must include appropriate disclosures for Affiliate Partners
Partner must not register domain names containing Smackdab trademarks or confusingly similar terms

2.2.2. Email Marketing

Partner must comply with applicable email marketing laws (e.g., CAN-SPAM Act)
Partner must use approved email templates and messaging when marketing the Services
Partner must include appropriate unsubscribe mechanisms
Partner must honor opt-out requests promptly
Partner must clearly identify itself as the sender
Partner must not use misleading subject lines

2.2.3. Social Media

Partner may promote the Services on Partner’s social media channels
Partner must clearly disclose its relationship with Smackdab in social media posts
Partner must not create unauthorized social media accounts using Smackdab’s name or trademarks
Partner must use approved hashtags and messaging
Partner must follow platform-specific advertising guidelines

2.2.4. Paid Advertising

Partner must not bid on Smackdab’s trademarks or variations in search engine advertising without prior written approval
Partner must use approved ad copy and messaging
Partner must clearly disclose its relationship with Smackdab in advertisements
Partner must comply with advertising platform policies
Partner must not create advertisements that could be confused with Smackdab’s official advertising

2.2.5. Events and Webinars

Partner may promote and discuss the Services at events and webinars
Partner must accurately represent its relationship with Smackdab
Partner must use approved presentation templates and messaging
Partner must obtain approval for co-branded events or webinars
Partner must not present itself as an official representative of Smackdab unless specifically authorized

2.3. Co-Marketing Materials

2.3.1. Definition

Co-marketing materials are marketing materials that prominently feature both Smackdab and Partner brands and are intended for joint marketing efforts.

2.3.2. Requirements

Co-marketing materials require explicit approval from Smackdab
Co-marketing materials must follow Smackdab’s co-branding guidelines
Co-marketing materials must clearly represent the relationship between the parties
Co-marketing materials must be professional and consistent with both brands’ standards
Co-marketing materials must be reviewed and approved by both parties before publication

2.3.3. Eligibility

Co-marketing opportunities are available based on Partner tier as specified in Schedule B
Higher tier Partners receive priority for co-marketing opportunities
Partner must maintain good standing to participate in co-marketing activities

3. APPROVAL PROCESS

3.1. Materials Requiring Approval

3.1.1. Materials that Always Require Approval

All uses of Smackdab’s trademarks, logos, or brand elements
All marketing materials that make specific claims about the Services
All co-branded marketing materials
Case studies featuring Smackdab Clients
Press releases mentioning Smackdab
White papers discussing the Services
Webinars or events featuring the Services as a primary topic
Videos demonstrating or discussing the Services

3.1.2. Materials that May Not Require Approval

Social media posts that reference Smackdab without making specific claims, provided they use approved messaging
General listings of Smackdab as a partner on Partner’s website, provided they use approved language
References to Smackdab certification badges earned by Partner’s personnel, provided they are used in accordance with certification guidelines

3.1.3. Pre-Approved Templates

Smackdab may provide pre-approved templates for common marketing materials. Partner may use these templates without additional approval, provided:

The templates are used without material modification
Partner completes only the designated fields
Partner does not add additional claims or content
The templates are used for their intended purpose

3.2. Submission Process

3.2.1. Standard Submission Process

Partner submits marketing materials for approval through the Partner Portal
Submissions must include:
- Type of marketing material
- Intended audience
- Distribution channels and timeline
- Complete content for review (text, images, designs, etc.)
- Any specific questions or concerns

3.2.2. Expedited Submission Process

For time-sensitive materials, Partner may request expedited review by:

Submitting through the Partner Portal with “EXPEDITED” in the submission title
Providing justification for the expedited request
Specifying the required approval timeline
Expedited requests are subject to Smackdab’s resource availability and are not guaranteed

3.2.3. Bulk Submission Process

For Partners with high-volume marketing activities, Smackdab may offer a bulk submission process:

Partner may submit multiple related materials in a single submission
Submissions must be organized and clearly labeled
Partner must provide an inventory of all materials included in the submission
Review timelines may be extended for bulk submissions

3.3. Review Timeline

3.3.1. Standard Review Timeline

Smackdab will make reasonable efforts to review and respond to approval requests within five (5) business days
If Smackdab does not respond within ten (10) business days, the request shall be deemed denied
Review timelines may be extended for complex materials or during high-volume periods

3.3.2. Priority Review by Partner Tier

Platinum Partners: 2 business days
Gold Partners: 3 business days
Silver Partners: 4 business days
Standard/Authorized Partners: 5 business days

3.3.3. Notification of Timeline Extensions

If Smackdab requires additional time to review a submission, Smackdab will notify Partner of the extended timeline
Extended timelines will not exceed an additional five (5) business days without Partner’s consent

3.4. Approval Outcomes

3.4.1. Approval

Approved materials will receive written confirmation through the Partner Portal
Approval confirmation will include:
- Approval ID for future reference
- Approval date
- Scope of approval (channels, timeframe, etc.)
- Any specific conditions or limitations

3.4.2. Conditional Approval

Smackdab may grant conditional approval requiring specific changes
Partner must implement all required changes before using the materials
Partner may resubmit revised materials for final approval or proceed with the changes as directed

3.4.3. Denial

Denied materials will receive written explanation of the reasons for denial
Denial notification will include:
- Specific issues that led to denial
- Guidance for addressing these issues
- Instructions for resubmission if applicable

3.4.4. Resubmission Process

Partner may resubmit revised materials addressing the issues identified in a denial
Resubmissions should reference the original submission ID
Resubmissions will be reviewed according to the standard timeline

3.5. Duration and Scope of Approval

3.5.1. Standard Approval Duration

Once approved, marketing materials may be used for six (6) months without resubmission
Materials containing time-sensitive content may have shorter approval periods as specified in the approval
Materials containing version-specific content must be updated when new versions are released

3.5.2. Approval Scope

Approval is limited to the specific materials submitted
Approval does not extend to similar materials or modified versions
Material changes require new approval
Approval is limited to the channels specified in the submission

3.5.3. Renewal of Approvals

Partner may request renewal of approval for existing materials
Renewal requests must be submitted at least fifteen (15) days before the current approval expires
Renewal requests must include the original approval ID and confirmation that no changes have been made

3.6. Revocation of Approval

3.6.1. Grounds for Revocation

Smackdab may revoke approval at any time if:

The materials no longer accurately represent the Services
The materials violate this Agreement, the General Agreement, or Smackdab’s brand guidelines
Partner’s tier status changes, affecting eligibility for certain marketing activities
Changes to the Services make the materials outdated or inaccurate
Legal or regulatory changes affect the compliance of the materials

3.6.2. Revocation Process

Smackdab will provide written notice of revocation through the Partner Portal
Notice will include:
- Reason for revocation
- Timeline for discontinuing use of the materials
- Guidance for creating compliant replacements if applicable

3.6.3. Partner Obligations Upon Revocation

Partner must cease use of revoked materials within the timeframe specified in the revocation notice
Partner must remove revoked materials from all channels within Partner’s control
Partner must make commercially reasonable efforts to recall distributed materials if requested by Smackdab

4. COMPLIANCE WITH MARKETING LAWS

4.1. General Compliance Requirements

4.1.1. Partner Responsibility

Partner is solely responsible for ensuring all marketing materials comply with applicable laws
Partner must have processes in place to review and maintain compliance
Partner must promptly address any compliance issues identified by Smackdab

4.1.2. Key Compliance Areas

Truth in advertising laws
Endorsement disclosure requirements
Email marketing regulations
Telemarketing regulations
Privacy laws
Specific industry regulations
International marketing regulations

4.2. Affiliate Marketing Disclosures

4.2.1. Required Disclosures

Affiliate Partners must clearly disclose their material connection to Smackdab
Disclosures must be clear, conspicuous, and unavoidable
Disclosures must be in close proximity to any marketing claims or links
Disclosures must be in the same format, size, and prominence as the marketing content

4.2.2. Sample Disclosure Language

“I am/We are a compensated affiliate partner of Smackdab.”
“As an affiliate partner, I/we earn commissions from qualifying purchases.”
“This post contains affiliate links for Smackdab products.”
“I/We receive compensation when you sign up through our link.”

4.2.3. Placement Requirements

For websites: Disclosure must appear before any affiliate links
For videos: Disclosure must appear in the video itself, not just in the description
For social media: Disclosure must be included in the post, not in a profile or bio
For email: Disclosure must appear near the beginning of the email

4.3. International Marketing Compliance

4.3.1. Jurisdiction-Specific Requirements

Partner must comply with the marketing laws of each jurisdiction where marketing materials will be distributed
Partner is responsible for identifying and adhering to jurisdiction-specific requirements
Smackdab may provide guidance on key requirements for major markets, but this does not relieve Partner of its compliance obligations

4.3.2. Translation and Localization

Partner is responsible for accurate translation and localization of marketing materials
Translated materials must maintain the same disclosures and compliance elements as the original
Translated materials must be submitted for approval, even if the original was approved
Partner must ensure translations comply with local language laws and requirements

4.4. Social Media Influencer Marketing

4.4.1. Partner Responsibilities

Partner must ensure that any influencers promoting the Services on Partner’s behalf comply with applicable disclosure requirements
Partner must provide influencers with clear guidelines on proper description of the Services
Partner must monitor influencer content for compliance with these Marketing Guidelines
Partner remains responsible for all influencer marketing conducted on its behalf

4.4.2. Influencer Disclosure Requirements

Influencers must clearly disclose their material connection to Partner and Smackdab
Disclosures must be:
- Clear and conspicuous
- At the beginning of the content
- In the same medium as the promotional content (e.g., verbal in videos, written in posts)
- Understandable by the average viewer
Sample disclosures include:
- “Paid partnership with [Partner Name], a Smackdab Solution Partner”
- “Sponsored by [Partner Name], in partnership with Smackdab”
- “#ad #sponsored @PartnerName @Smackdab”

4.4.3. Prohibited Influencer Practices

Making unsubstantiated claims about the Services
Creating content that suggests the influencer is directly affiliated with Smackdab
Using misleading testimonials or demonstrations
Implying Smackdab endorsement of the influencer
Creating content that violates Smackdab’s brand guidelines

4.5. AI-Generated Content Guidelines

4.5.1. Disclosure Requirements

Partner must disclose when marketing materials contain AI-generated content, including:
- AI-generated images
- AI-generated text
- AI-generated videos or deepfakes
- AI-generated voice recordings

4.5.2. Permissible Uses of AI-Generated Content

Creating generic background images or graphics
Generating initial drafts of marketing copy for further human editing
Translating content into multiple languages (subject to human review)
Creating basic data visualizations

4.5.3. Prohibited Uses of AI-Generated Content

Creating fake testimonials or endorsements
Generating fictitious case studies or success stories
Creating images or videos that misrepresent the Services’ capabilities
Generating content that appears to be from or endorsed by actual Smackdab employees
Creating deepfakes of any individual without their explicit consent

4.5.4. Quality Requirements

All AI-generated content must be:
- Reviewed and edited by humans before publication
- Factually accurate and consistent with Smackdab’s documentation
- Free from AI hallucinations or factual errors
- Compliant with these Marketing Guidelines
- Clearly labeled as AI-generated when required by applicable law

5. INTEGRATION WITH TECHNOLOGY PARTNER MARKETING

5.1. Coordinated Marketing with Technology Partners

5.1.1. Joint Marketing Opportunities

Partners who are both Solution/Affiliate Partners and Technology Partners under the Technology Partner Agreement may engage in coordinated marketing
Coordinated marketing must comply with both this Appendix and the corresponding provisions of the Technology Partner Agreement
Partner must clearly distinguish its roles in such marketing materials

5.1.2. Integration Promotion

Solution Partners may promote Technology Partner integrations they implement
Such promotion must accurately represent the integration functionality
Partner must obtain approval from both Smackdab and the relevant Technology Partner before publishing such materials

5.2. Marketplace and Directory Integration

5.2.1. Unified Listings

Partners operating under both the S&A Agreement and the Technology Partner Agreement will have integrated listings in Smackdab’s partner directory and marketplace
Unified listings will display both partner types and capabilities
Partner must provide consistent information for both listings
Smackdab will manage the integration of these listings

5.2.2. Co-Marketing Between Partner Types

Solution Partners and Technology Partners may engage in co-marketing activities
Such co-marketing must be approved by Smackdab
Co-marketing materials must clearly define each Partner’s role and offerings
Partners must follow the approval processes of their respective agreements

6. MARKETING DEVELOPMENT FUNDS (MDF)

6.1. MDF Eligibility and Allocation

6.1.1. Eligibility

Gold and Platinum Solution Partners and Gold Affiliate Partners are eligible for MDF
Partner must be in good standing to receive MDF
Specific allocation amounts are based on Partner tier and performance

6.1.2. Allocation Process

MDF is allocated on a quarterly basis
Allocation is based on the previous quarter’s performance
Unused MDF does not roll over to the next quarter unless specifically approved
MDF allocation may be adjusted based on ROI of previous MDF activities

6.2. Approved MDF Activities

6.2.1. Events and Trade Shows

Booth/sponsorship fees
Event-specific marketing materials
Travel expenses for Smackdab-approved personnel
Demo equipment rental
Lead capture systems

6.2.2. Digital Marketing Campaigns

Paid search advertising
Social media advertising
Content syndication
Email marketing campaigns
Webinar hosting and promotion

6.2.3. Content Creation

Case studies
White papers
Blog posts
Videos
Infographics
Specialized sales tools

6.2.4. Other Eligible Activities

Customer events
Training programs
Market research
Translation of marketing materials
Certification preparation programs

6.3. MDF Request and Approval Process

6.3.1. Request Process

Partner submits MDF request through the Partner Portal
Requests must be submitted at least thirty (30) days before the planned activity
Requests must include:
- Detailed description of the activity
- Estimated budget with line-item breakdown
- Expected results and success metrics
- Timeline for the activity
- Marketing plan and distribution channels

6.3.2. Approval Criteria

Strategic alignment with Smackdab’s business objectives
Potential return on investment
Partner’s track record with previous MDF activities
Completeness and quality of the request
Compliance with MDF guidelines

6.3.3. Approval Process

Smackdab will review MDF requests and notify Partner of approval or denial within ten (10) business days
Approval may be for the full amount requested or a partial amount
Approval notification will include any specific requirements or conditions

6.4. MDF Reimbursement Process

6.4.1. Reimbursement Requirements

Partner must submit reimbursement requests within thirty (30) days of activity completion
Reimbursement requests must include:
- Original MDF approval ID
- Proof of performance (photos, screenshots, recordings, etc.)
- Results and metrics achieved
- Receipts and invoices documenting expenses
- Completed reimbursement form

6.4.2. Reimbursement Timeline

Smackdab will review reimbursement requests within fifteen (15) business days
Approved reimbursements will be paid within thirty (30) days of approval
Reimbursement may be reduced if actual expenses are less than approved amount
Reimbursement will not exceed the approved amount, even if actual expenses are higher

6.4.3. Reporting Requirements

Partner must provide a post-activity report within thirty (30) days of activity completion
Report must include:
- Activity overview
- Performance against success metrics
- Leads generated
- Pipeline impact
- Lessons learned
- Recommendations for future activities

7. CHANGES TO MARKETING GUIDELINES

7.1. Update Process

7.1.1. Regular Updates

Smackdab may update these Marketing Guidelines from time to time
Updates will be posted on the Partner Portal or provided to Partner through other reasonable means
Partner will be notified of material changes via email

7.1.2. Update Timing

Updates will be provided at least thirty (30) days before they take effect, unless shorter notice is required by law or exigent business circumstances
Partner is responsible for reviewing updates and implementing any necessary changes

7.2. Effect on Approved Materials

7.2.1. Previously Approved Materials

Materials approved under previous versions of the Marketing Guidelines may continue to be used until their approval expires
Smackdab may require changes to previously approved materials if they significantly conflict with updated guidelines
Partner will be given reasonable time to implement required changes

7.2.2. In-Process Materials

Marketing materials submitted for approval but not yet approved when guidelines are updated will be reviewed under the new guidelines
Smackdab will notify Partner if submitted materials do not comply with updated guidelines

7.3. Transition Support

7.3.1. Implementation Assistance

For significant guideline changes, Smackdab may provide transition support, which may include:
- Webinars explaining the changes
- Updated templates
- Extended approval periods for the first submissions under new guidelines
- One-on-one consultations for high-tier Partners

7.3.2. Grace Periods

Smackdab may establish grace periods for implementing certain changes
Grace periods will be clearly communicated in the update notification
Grace periods do not apply to changes required by law or for compliance reasons

8. LEGAL ENFORCEABILITY PROVISIONS

8.1. Attorney Review Note

⚠️ ATTORNEY REVIEW REQUIRED: These Marketing Guidelines should be reviewed for:

Compliance with advertising laws across jurisdictions
Enforceability of approval revocation provisions
Alignment with intellectual property protection requirements
Consistency with industry standards and practices
Adequacy of disclosure requirements for different marketing channels

8.2. Critical Deadlines and Time Periods

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

Standard approval review period: 5 business days
Maximum approval review period (before deemed denied): 10 business days
Standard approval duration: 6 months
Approval renewal request deadline: At least 15 days before expiration
Material revision deadline after conditional approval: 5 business days
Discontinued use deadline after revocation: As specified in revocation notice, but typically 5 business days

8.3. Governing Law and Jurisdiction

These Marketing Guidelines 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 these Marketing Guidelines 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.

8.4. Entire Agreement and Precedence

These Marketing Guidelines constitute the entire agreement between the parties regarding marketing guidelines and approval procedures and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict between these Marketing Guidelines and any other part of the S&A Agreement, these Marketing Guidelines shall prevail with respect to marketing guidelines and approval procedures.

8.5. Indemnification

PARTNER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS SMACKDAB FROM AND AGAINST ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO PARTNER’S USE OF MARKETING MATERIALS, INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON FALSE ADVERTISING, DECEPTIVE TRADE PRACTICES, INTELLECTUAL PROPERTY INFRINGEMENT, PRIVACY VIOLATIONS, OR REGULATORY VIOLATIONS.

⚠️ ATTORNEY REVIEW REQUIRED: The indemnification clause should be reviewed for scope and enforceability, particularly whether it’s overly broad in requiring partners to indemnify Smackdab even for Smackdab-approved marketing materials.

THESE MARKETING GUIDELINES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY. SMACKDAB RESERVES THE RIGHT TO REJECT ANY MARKETING MATERIALS THAT DO NOT COMPLY WITH THESE GUIDELINES OR THAT SMACKDAB DETERMINES, IN ITS SOLE DISCRETION, MAY DAMAGE OR ADVERSELY AFFECT SMACKDAB’S REPUTATION, BRAND, OR RELATIONSHIPS. PARTNER’S USE OF MARKETING MATERIALS THAT HAVE NOT BEEN APPROVED BY SMACKDAB OR THAT HAVE HAD APPROVAL REVOKED IS STRICTLY PROHIBITED AND MAY RESULT IN TERMINATION OF THE PARTNER RELATIONSHIP.