SOLUTION & AFFILIATE PARTNER AGREEMENT

1. INTRODUCTION AND APPLICABILITY

1.1. Relationship to General Partner Agreement. This Solution & Affiliate Partner Agreement (“S&A Agreement“) is a type-specific agreement that supplements the Smackdab Inc. General Partner Agreement (“General Agreement“) located at https://smackdab.ai/legal/general-partner-agreement. All terms of the General Agreement, including but not limited to definitions, obligations, representations, warranties, and general legal provisions, are incorporated by reference into this S&A Agreement. In the event of any conflict between this S&A Agreement and the General Agreement, this S&A Agreement shall prevail with respect to the subject matter herein. Any capitalized terms used but not defined in this S&A Agreement shall have the meanings ascribed to them in the General Agreement.

1.2. Applicability. This S&A Agreement applies to Partners who participate in the Smackdab Partner Program as either a Solution Partner or an Affiliate Partner, as defined in the General Agreement. By accepting this S&A Agreement, Partner agrees to be bound by both this S&A Agreement and the General Agreement.

1.3. Participation Requirements. To participate as a Solution Partner or Affiliate Partner, Partner must:

1.3.1. Complete the application process for the applicable partner type;

1.3.2. Accept both the General Agreement and this S&A Agreement;

1.3.3. Meet and maintain the requirements for the applicable partner tier as set forth in Section 5 and Schedule B; and

1.3.4. Comply with all terms and conditions of both agreements.

1.4. Definitions. In addition to terms defined elsewhere in this S&A Agreement or in the General Agreement, the following definitions apply:

1.4.1. “Services” means:

(a) Smackdab’s subscription-based software applications, platforms, and products, including but not limited to the core CRM/ERP platform and any modules, add-ons, and features made generally available by Smackdab to its clients;

(b) Any updates, upgrades, or new versions of the foregoing released during the Term;

(c) Associated documentation, APIs, and SDKs;

(d) Any additional Smackdab products or features designated in writing as part of the Services.

The current Services are described more fully in Appendix 3 (Services Description), which may be updated by Smackdab from time to time in accordance with Section 13.2. “Services” does not include:

(i) Implementation, training, or professional services, unless specifically designated as part of the Services;

(ii) Beta or early access features unless explicitly designated by Smackdab as included in the Services;

(iii) Third-party applications or services, even if integrated with or accessed through the Smackdab platform; or

(iv) Customizations, integrations, or configurations created specifically for a Client, except as provided in Section 7.2.

1.4.2. “Client Data” means any data, information, or material that:

(a) A Client inputs into or submits through the Services;

(b) Is generated, collected, processed, transmitted, stored, or maintained by or on behalf of a Client through the use of the Services;

(c) Is derived from analysis or processing of data described in (a) or (b); or

(d) Contains Personal Data of Client’s employees, customers, or other individuals that is processed in connection with Client’s use of the Services.

For clarity, “Client Data” includes Personal Data as defined in Section 1.4.14 of the General Agreement when such data relates to a Client’s use of the Services. In case of any conflict between this definition and the treatment of Client Data in the General Agreement, this definition shall prevail with respect to the activities of Partners under this S&A Agreement.

1.4.3. “Partner Materials” means any marketing materials, case studies, white papers, blog posts, implementation tools, technical documentation, training materials, or other content related to the Services that is created by or on behalf of Partner in connection with its activities under this S&A Agreement.

1.4.4. “Qualified Sale” has the meaning set forth in Section 6.2 of this S&A Agreement. For purposes of Commission calculations, dispute resolution, or any other aspect of this S&A Agreement, the determination of whether a sale constitutes a Qualified Sale shall be based solely on the criteria specified in Section 6.2 and Schedule A.

1.4. Schedules and Appendices. The following schedules and appendices form an integral part of this S&A Agreement:

1.4.1. Schedule A: Commission Rates and Structure. Sets forth the Commission rates, calculation methodologies, and payment terms applicable to each Partner type and tier.

1.4.2. Schedule B: Partner Tier Qualification Criteria. Details the specific requirements for each Partner tier.

1.4.3. Appendix 1: Lead Registration Process. Outlines the procedures for registering and tracking leads.

1.4.4. Appendix 2: Marketing Guidelines and Approval Process. Provides guidelines and procedures for marketing the Services.

1.4.5. Appendix 3: Services Description. Details the current offerings included in the Services.

1.4.6. Appendix 4: Dispute Resolution Flowchart. Provides a visual guide to the dispute resolution process, including entry points for different types of disputes, required steps with specific timelines, decision points for escalation, and documentation requirements.

1.4.7. Appendix 5: Termination Notice Templates. Contains standardized formats for various termination scenarios, including termination for convenience, termination for cause, cure notices, and termination confirmations.

2. SOLUTION & AFFILIATE PARTNER PROGRAM OVERVIEW

2.1. Partner Types.

2.1.1. Affiliate Partners primarily promote and refer potential Clients to Smackdab through marketing efforts, content creation, and referrals. Affiliate Partners:

(a) Do not resell the Services;

(b) Do not provide implementation, configuration, or support services for the Services; and

(c) Receive Commissions for Qualified Sales resulting from their referrals.

2.1.2. Solution Partners provide comprehensive services related to the Services, which may include:

(a) Marketing and promoting the Services;

(b) Providing pre-sales consultation and demonstrations;

(c) Depending on tier level, reselling the Services directly to Clients or referring Clients to Smackdab for direct subscription;

(d) Implementing and configuring the Services for Clients;

(e) Providing training and support services to Clients; and

(f) Receiving Commissions for Qualified Sales and implementation services.

2.2. Program Benefits. Depending on Partner type and tier, benefits under the Program may include:

2.2.1. Commissions for Qualified Sales;

2.2.2. Access to the Partner Portal;

2.2.3. Training and certification opportunities;

2.2.4. Marketing Materials and co-marketing opportunities;

2.2.5. Partner-specific technical support;

2.2.6. Listing in Smackdab’s partner directory and marketplace;

2.2.7. Access to product roadmap and beta features;

2.2.8. Partner manager support;

2.2.9. Invitation to Partner events;

2.2.10. Marketing development funds (for eligible Partner tiers);

2.2.11. Demo accounts for training and demonstration purposes; and

2.2.12. Use of Smackdab certification badges.

The specific benefits available to each Partner type and tier are detailed in Schedule B. Smackdab does not guarantee the availability of all benefits at all times, and certain benefits may be subject to additional terms, conditions, and eligibility requirements as communicated through the Partner Portal or in writing.

2.3. Sales Models. Solution Partners may operate under one or both of the following sales models, depending on their tier:

2.3.1. Referral Model: Partner markets the Services and refers prospects to Smackdab, which handles the sales process and contracting directly with the Client. Partner remains involved in the implementation and support process and receives Commissions based on the Qualified Sale.

2.3.2. Resale Model: Authorized Solution Partners (Gold and Platinum tiers only) may purchase the Services from Smackdab at a discount and resell them to Clients directly. Under this model:

(a) Partner contracts directly with the Client for the Services using either: (i) Smackdab’s standard Client agreement with approved modifications; or (ii) Partner’s own Client agreement that has been pre-approved by Smackdab in writing and includes terms at least as protective of Smackdab and the Services as Smackdab’s standard Terms of Service;

(b) Partner is responsible for billing the Client directly and maintaining accurate financial records of all transactions;

(c) Partner provides front-line support to the Client in accordance with the support standards set forth in Section 9.2;

(d) Smackdab invoices Partner for the Services at the applicable resale discount rate specified in Schedule A; and

(e) Partner retains complete discretion to establish its own retail pricing for the Services, provided that such pricing complies with applicable laws, including without limitation, antitrust and fair competition laws.

3. PARTNER OBLIGATIONS

3.1. General Obligations. In addition to the obligations set forth in the General Agreement, Partner shall:

3.1.1. Promote and market the Services in a professional manner;

3.1.2. Accurately represent the features, functionality, and limitations of the Services;

3.1.3. Maintain sufficient knowledge of the Services to properly market and represent them;

3.1.4. Maintain accurate records of all referrals and sales activities;

3.1.5. Promptly respond to inquiries from prospects and Smackdab;

3.1.6. Comply with the requirements for Partner’s specific tier as set forth in Section 5 and Schedule B; and

3.1.7. Notify Smackdab of any known issues, complaints, or feedback regarding the Services.

3.2. Affiliate Partner Specific Obligations. Affiliate Partners shall:

3.2.1. Use only Smackdab-approved tracking links or codes when referring potential Clients;

3.2.2. Clearly disclose affiliate relationships in accordance with applicable laws, including but not limited to the Federal Trade Commission’s Endorsement Guidelines and similar regulations in other jurisdictions;

3.2.3. Not make any guarantees or promises regarding the Services without Smackdab’s prior written approval;

3.2.4. Not bid on Smackdab’s trademarks or variations thereof in search engine advertising without prior written approval; and

3.2.5. Not represent themselves as authorized to provide implementation or support services for the Services.

3.3. Solution Partner Specific Obligations. Solution Partners shall:

3.3.1. Maintain the required number of Smackdab-certified personnel for Partner’s tier level as specified in Schedule B;

3.3.2. Complete all mandatory training and certification requirements for Partner’s tier level;

3.3.3. Provide high-quality implementation, configuration, and support services to Clients in accordance with Smackdab’s standards and best practices;

3.3.4. Accurately represent Partner’s skills, qualifications, and certification status;

3.3.5. Maintain accurate records of all Client engagements related to the Services;

3.3.6. Notify Smackdab promptly of any Client complaints or service issues that may impact the Client’s relationship with Smackdab;

3.3.7. Maintain appropriate insurance coverage, including: (a) Professional liability (errors and omissions) insurance with coverage limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) Cyber liability insurance with coverage limits of at least $1,000,000 per occurrence, covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion, and network security; and (c) For Partners with employees, workers’ compensation insurance as required by applicable law;

3.3.8. Provide certificates of insurance upon Smackdab’s request and name Smackdab as an additional insured on the Commercial General Liability policy; and

3.3.9. For Partners authorized to resell Services, comply with the additional requirements in Section 3.4.

3.4. Additional Requirements for Resale Model. Solution Partners authorized to resell the Services shall:

3.4.1. Enter into a written agreement with each Client that complies with Section 2.3.2(a);

3.4.2. Obtain Smackdab’s approval of Partner’s form Client agreement prior to use, which shall not be unreasonably withheld;

3.4.3. Ensure that all Clients comply with Smackdab’s Acceptable Use Policy and other applicable policies;

3.4.4. Properly collect and remit all applicable taxes on such sales, including but not limited to sales tax, value-added tax (VAT), and goods and services tax (GST), as applicable in each jurisdiction where services are provided;

3.4.5. Maintain accurate billing and payment records for all Clients, including: (a) Complete subscription details; (b) Billing history; (c) Payment status; and (d) Tax documentation;

3.4.6. Provide tier 1 support to Clients in accordance with Smackdab’s support guidelines and the requirements set forth in Section 9.2;

3.4.7. Promptly notify Smackdab of any Client non-compliance with applicable terms or policies;

3.4.8. Provide Smackdab with monthly reports detailing: (a) New Clients added; (b) Changes to existing Client subscriptions; (c) Terminated Client relationships; and (d) Aggregate revenue from the Services; and

3.4.9. Implement and maintain reasonable financial controls to ensure accurate accounting and timely payment to Smackdab.

3.5. Prohibited Activities. In addition to the prohibited activities set forth in the General Agreement, Partner shall not:

3.5.1. Make any representations, warranties, or commitments concerning the Services that exceed or conflict with those made by Smackdab in its Terms of Service, SLA, or Documentation;

3.5.2. Use deceptive or misleading marketing techniques, including but not limited to false advertising, misrepresentations about the Services or competitive products, or spam;

3.5.3. For Affiliate Partners, imply or state that they are Solution Partners or are authorized to implement or support the Services;

3.5.4. For Solution Partners not authorized to resell the Services, represent that they are authorized resellers or can offer the Services directly;

3.5.5. Use high-pressure or deceptive sales tactics;

3.5.6. Manipulate referral tracking to artificially inflate Commissions;

3.5.7. Engage in any conduct that damages or may damage Smackdab’s reputation or relationships; or

3.5.8. Register domain names, social media accounts, or other online identifiers that include Smackdab’s trademarks or confusingly similar variations.

4. SMACKDAB OBLIGATIONS

4.1. General Obligations. In addition to the obligations set forth in the General Agreement, Smackdab shall:

4.1.1. Provide Partner with access to the Partner Portal;

4.1.2. Make available Marketing Materials and other resources to enable Partner to promote the Services;

4.1.3. Provide Partner with information about the Services reasonably necessary for Partner to fulfill its obligations under this Agreement;

4.1.4. Track referrals, transactions, and Commissions owed to Partner;

4.1.5. Pay Commissions in accordance with Section 6 and Schedule A;

4.1.6. Provide reasonable notice of material changes to the Services that may impact Partner’s activities; and

4.1.7. Provide Partner support as appropriate for Partner’s tier.

4.2. Obligations to Affiliate Partners. Smackdab shall provide to Affiliate Partners:

4.2.1. Tracking links or codes for proper attribution of referrals;

4.2.2. Regular reports on the status of referred leads and Qualified Sales;

4.2.3. Marketing collateral and promotional content for distribution; and

4.2.4. Reasonable support for affiliate marketing activities.

4.3. Obligations to Solution Partners. Smackdab shall provide to Solution Partners:

4.3.1. Technical training and certification opportunities;

4.3.2. Implementation guides, best practices, and technical documentation;

4.3.3. For authorized resellers, Service provisioning capabilities;

4.3.4. Dedicated partner support based on Partner’s tier;

4.3.5. Reasonable assistance with implementations and technical issues; and

4.3.6. Advance notification of product updates and changes.

4.4. No Exclusivity or Territoriality.

4.4.1. This Agreement does not create any exclusive relationship between the parties. Smackdab may appoint other partners, and Partner may represent other products and services, including potentially competitive ones, except as expressly prohibited in this Agreement.

4.4.2. Smackdab does not grant Partner any exclusive territory, customer segment, or industry focus unless specifically agreed in writing.

4.4.3. Nothing in this Agreement shall be construed as dividing, allocating, or otherwise restricting markets, territories, or customer segments between the parties.

4.4.4. Each party shall independently determine its own pricing, marketing strategies, and business practices, subject to the terms of this Agreement.

5. PARTNER TIERS AND REQUIREMENTS

5.1. Partner Tiers. Smackdab offers multiple tiers for both Affiliate Partners and Solution Partners, each with specific requirements and benefits. The requirements and benefits for each tier are set forth in Schedule B.

5.2. Tier Assessment and Changes.

5.2.1. Smackdab will evaluate Partner’s tier status quarterly based on the Partner’s performance and compliance with tier requirements.

5.2.2. Partners may be promoted to a higher tier upon meeting the applicable requirements.

5.2.3. Partners may be downgraded to a lower tier if they fail to maintain the requirements of their current tier for two consecutive quarters.

5.2.4. Tier changes, including promotions or downgrades, will take effect from the first day of the month following Smackdab’s notification to Partner.

5.2.5. Commission rates applicable to the new tier will apply to new Qualified Sales made after the tier change effective date.

5.2.6. Smackdab reserves the right to modify tier requirements, benefits, and Commission rates in accordance with Section 13.5 of the General Agreement.

5.3. Qualitative Criteria. In addition to the quantitative requirements specified in Schedule B, Smackdab may consider the following qualitative criteria when evaluating Partner tier status:

5.3.1. Client satisfaction ratings;

5.3.2. Compliance with this Agreement and Program Policies;

5.3.3. Quality of sales and marketing activities;

5.3.4. For Solution Partners, quality of implementation services;

5.3.5. Professional conduct and market reputation; and

5.3.6. Level of engagement with the Program.

5.4. Exceptional Circumstances. Smackdab may, in its sole discretion, waive certain tier requirements or grant exceptions in exceptional circumstances, including but not limited to:

5.4.1. Partner operating in newly entered markets;

5.4.2. Partner recovering from significant business disruptions;

5.4.3. Strategic partnerships that provide unique value to Smackdab; or

5.4.4. Temporary adjustments during major market disruptions.

6. COMMISSIONS AND PAYMENTS

6.1. Commission Eligibility. Partner becomes eligible to receive Commissions upon acceptance into the Program and compliance with the terms of this Agreement and the General Agreement.

6.2. Qualified Sales. A “Qualified Sale” is a sale of Services that meets all of the following criteria:

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

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

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

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

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

6.2.6. The Client does not cancel the Services during any applicable trial period or money-back guarantee period; and

6.2.7. 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.

For clarity, the determination of whether a transaction qualifies as a “Qualified Sale” shall be made based solely on the above criteria and the specific requirements set forth in Schedule A. Any dispute regarding the qualification of a sale shall be resolved in accordance with the dispute resolution procedures for Commission disputes set forth in Section 12.5.1(d) of this S&A Agreement and the Dispute Resolution Flowchart in Appendix 4.

6.3. Contract Expansions and Upgrades.

6.3.1. Partner shall be eligible for additional Commissions when an existing Client referred by Partner:

(a) Purchases additional user licenses or seats;

(b) Upgrades to a higher tier of the Services; or

(c) Adds premium features or modules not included in the original subscription.

6.3.2. Commission rates for expansions and upgrades shall be as set forth in Schedule A.

6.3.3. Eligibility for expansion or upgrade Commissions is subject to the attribution period specified in Schedule A.

6.4. Commission Calculation.

6.4.1. Commissions are calculated based on the revenue actually received by Smackdab from the Client for the applicable subscription Services, excluding:

(a) Taxes, regulatory fees, and similar charges;

(b) Implementation, training, or consulting services fees;

(c) Add-on or premium features not included in the base subscription, unless specifically included in the Commission-eligible revenue as set forth in Schedule A;

(d) Third-party services or products;

(e) Transaction fees or payment processing charges; and

(f) Hardware, equipment, or physical goods.

6.4.2. If a Client cancels, downgrades, or receives a refund for the Services, Smackdab may recalculate and adjust future Commission payments to reflect the actual revenue received, or invoice Partner for the overpaid amount.

6.4.3. Specific Commission rates, calculation methods, exclusions, and limitations applicable to each Partner type and tier are set forth in Schedule A.

6.5. Commission Payments.

6.5.1. Commissions will be paid monthly within thirty (30) days after the end of each calendar month for Qualified Sales where payment has been received during that month.

6.5.2. Commissions will be paid via the payment method selected by Partner in the Partner Portal, which may include direct deposit, PayPal, or other methods offered by Smackdab.

6.5.3. Smackdab will provide Partner with a detailed report of the Commission calculation and Qualified Sales.

6.5.4. Commissions will not be paid until the total accrued unpaid Commissions exceed $50 USD. Accrued amounts below this threshold will roll over to the next payment period.

6.5.5. Partner is responsible for providing and maintaining accurate payment information. Smackdab is not responsible for payment delays or failures resulting from incorrect or outdated payment information.

6.6. Taxes on Commissions.

6.6.1. All Commission amounts are exclusive of taxes. Partner is solely responsible for determining and paying all taxes applicable to Commissions received under this Agreement.

6.6.2. Partner shall provide Smackdab with appropriate tax documentation (e.g., W-9, W-8BEN, W-8BEN-E, VAT registration) as required by applicable law.

6.6.3. Smackdab may withhold any taxes from Commission payments if required by applicable law unless Partner provides documentation showing that an exemption applies.

6.6.4. U.S. Tax Withholding. (a) For U.S. Partners who fail to provide a valid Form W-9, Smackdab shall withhold at the backup withholding rate prescribed by the Internal Revenue Service. (b) For U.S. Partners who are individuals (not corporations or other entities), Commissions may be reported on IRS Form 1099-NEC or other applicable tax forms as required by law.

6.6.5. International Tax Withholding. (a) For non-U.S. Partners, Smackdab shall withhold taxes at the applicable rates required by U.S. law, which may be reduced by an applicable income tax treaty if Partner provides proper documentation (e.g., a valid Form W-8BEN or W-8BEN-E claiming treaty benefits). (b) Partner acknowledges that Smackdab’s withholding obligations may change based on changes to applicable law, tax treaty status, or Partner’s circumstances.

6.6.6. VAT/GST Treatment. (a) If applicable law requires VAT, GST, or similar consumption tax to be charged on Commission payments or services provided under this Agreement, the responsible party shall add such tax to the relevant payments at the applicable rate. (b) If Partner is required to self-assess VAT or similar tax under a reverse charge mechanism, Partner shall comply with all applicable reporting and payment obligations. (c) Each party shall provide the other with any information or documentation reasonably required to comply with VAT, GST, or similar tax obligations.

6.7. Disputes and Audits.

6.7.1. Partner must report any Commission discrepancies or disputes within sixty (60) days from the date the Commission was paid or should have been paid. Failure to report within this timeframe constitutes acceptance of the Commission payment.

6.7.2. Smackdab reserves the right to audit Partner’s compliance with this Agreement, including verification of Qualified Sales and Commission calculations. Partner shall cooperate with such audits and provide information as reasonably requested by Smackdab.

6.7.3. If an audit reveals overpayment of Commissions, Smackdab may offset such amounts against future Commission payments or invoice Partner for immediate repayment.

6.7.4. In the event of a dispute regarding Commission calculations or Qualified Sales, the parties shall attempt to resolve the dispute through good faith negotiations in accordance with Section 9.1 of the General Agreement. If the parties cannot resolve the dispute through negotiations, the dispute resolution procedures in Section 9 of the General Agreement shall apply.

6.8. Lead Registration.

6.8.1. To establish attribution for Commissions, Partner must register leads through the Partner Portal or using approved tracking links or codes in accordance with the procedures set forth in Appendix 1.

6.8.2. Lead registration approval is subject to the following conditions:

(a) The prospect is not already registered by another Partner or engaged with Smackdab’s direct sales team;

(b) Partner has had meaningful interaction with the prospect regarding the Services;

(c) The prospect has expressed interest in the Services; and

(d) Partner provides sufficient information about the opportunity as required in the Partner Portal.

6.8.3. Lead registrations are valid for ninety (90) days from the date of approval. Partner may request an extension if active sales activities are ongoing.

6.8.4. Smackdab reserves the right to reject lead registrations that do not meet the criteria above or that conflict with Smackdab’s direct sales activities or other Partner relationships.

6.8.5. Electronic Records and Signatures. (a) 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), the Uniform Electronic Transactions Act (UETA), and similar state laws. (b) Such electronic records shall be admissible in evidence as originals in any proceedings between the parties. (c) Each party shall maintain appropriate systems and procedures to ensure the integrity and authenticity of electronic records. (d) The parties acknowledge and agree that electronic confirmations of lead registrations and approvals constitute “electronic signatures” within the meaning of applicable law. (e) Such electronic signatures shall have the same legal effect as handwritten signatures. (f) 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.

⚠️ ATTORNEY REVIEW NOTE: Review the entire agreement for term definition consistency. Pay particular attention to the newly added definitions in Section 1.4, especially the definition of “Client Data” in Section 1.4.2, which should be reconciled with any similar definition in the General Agreement. Also review the additions of Appendices 3-5 in Section 1.4.5-1.4.7, which will need to be created and properly cross-referenced throughout the agreement. The improvement to Section 6.2 regarding Qualified Sales should also be reviewed for alignment with Schedule A. Additionally, review Sections 2 and 6 to ensure the commission structure, lead attribution, and dual-model operations (referral vs. resale) comply with antitrust laws and don’t create risk of price fixing. Pay particular attention to Section 2.3.2(e) regarding partner pricing discretion and Section 4.4 regarding non-exclusivity to ensure they properly mitigate antitrust concerns.

7. INTELLECTUAL PROPERTY – SPECIFIC PROVISIONS

7.1. License to Partner.

7.1.1. Subject to the terms and conditions of this Agreement and the General Agreement, Smackdab grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to:

(a) Use Smackdab’s trademarks, logos, and brand elements solely for marketing and promoting the Services in accordance with Smackdab’s trademark guidelines and the Marketing Guidelines in Appendix 2;

(b) Use the Marketing Materials provided by Smackdab solely for marketing and promoting the Services; and

(c) For Solution Partners, access and use the Services solely for purposes of implementation, training, demonstration, and support services for Clients.

7.1.2. Any use of Smackdab’s trademarks, logos, or brand elements must:

(a) Comply with Smackdab’s trademark guidelines;

(b) Be approved by Smackdab in accordance with the procedures set forth in Appendix 2;

(c) Clearly indicate Smackdab’s ownership of such marks; and

(d) Not create any impression of endorsement, sponsorship, or association beyond Partner’s actual relationship with Smackdab as defined in this Agreement.

7.1.3. Trademark Usage Guidelines. In addition to the requirements in Section 7.1.2:

(a) Partner shall use the ® symbol with registered trademarks and the ™ symbol with unregistered trademarks in accordance with Smackdab’s trademark guidelines;

(b) Partner shall not alter Smackdab’s trademarks, including proportions, colors, elements, or location of any component of the trademark;

(c) Partner shall ensure adequate spacing between Smackdab’s trademarks and other visual, textual, or graphical elements;

(d) Partner shall not incorporate Smackdab’s trademarks into Partner’s own trademarks, service marks, or product names; and

(e) Partner shall comply with any additional trademark usage requirements provided by Smackdab from time to time.

7.2. Client Customizations.

7.2.1. In the course of implementing the Services for Clients, Solution Partners may create customizations, configurations, templates, or workflows (“Client Customizations“) to meet specific Client requirements.

7.2.2. Ownership of Client Customizations shall be allocated as follows:

(a) Client-Specific Customizations: Client Customizations that are uniquely tailored to a specific Client’s business requirements and have no general market applicability shall be owned by the Client, subject to Smackdab’s underlying intellectual property rights in the Services.

(b) General Purpose Customizations: Client Customizations that have general market applicability and are not uniquely tied to a specific Client’s proprietary business processes shall be owned by Smackdab, with a perpetual, royalty-free license granted to the Client for its use.

(c) Partner-Created Components: Stand-alone components, tools, or utilities created by Partner that integrate with but do not modify the Services shall be owned by Partner, subject to Smackdab’s underlying intellectual property rights in the Services.

7.2.3. For Client Customizations owned by Smackdab under Section 7.2.2(b), Smackdab hereby grants Partner a non-exclusive, non-transferable, limited license to use such Client Customizations solely for implementing the Services for other Clients.

7.2.4. For Client Customizations owned by a Client under Section 7.2.2(a), Partner shall ensure that the Client grants Smackdab and Partner sufficient license rights to maintain and support such Client Customizations in connection with the Services.

7.3. Generally Useful Features.

7.3.1. If, in the course of implementing or supporting the Services, Partner identifies and suggests new features, functionalities, or improvements that could be incorporated into the Services (“Generally Useful Features“), Partner acknowledges and agrees that:

(a) Smackdab shall own all right, title, and interest in and to such Generally Useful Features;

(b) Partner hereby assigns to Smackdab all right, title, and interest in and to such Generally Useful Features; and

(c) Partner will execute any documents and take any actions reasonably requested by Smackdab to effectuate such assignment.

7.3.2. Generally Useful Features shall be distinguished from Client Customizations based on the following criteria:

(a) Scope of applicability to Smackdab’s general user base;

(b) Integration with Smackdab’s core product architecture;

(c) Independence from Client-specific business processes or proprietary information; and

(d) Alignment with Smackdab’s product roadmap.

7.3.3. Smackdab shall determine, in its reasonable discretion, whether a particular suggestion or contribution constitutes a Generally Useful Feature or a Client Customization.

7.3.4. Recognition and Compensation. For Generally Useful Features that Smackdab incorporates into the Services:

(a) Smackdab will recognize Partner’s contribution in release notes or other appropriate documentation, unless Partner requests otherwise;

(b) If Smackdab, in its sole discretion, determines that a Generally Useful Feature provides substantial commercial value, Smackdab may offer Partner: (i) A one-time bonus payment; (ii) Additional Program benefits; or (iii) Other compensation as determined by Smackdab; and

(c) Such recognition or compensation shall be Partner’s sole consideration for the assignment of rights in the Generally Useful Feature.

7.4. Feedback License.

7.4.1. If Partner provides Smackdab with feedback, suggestions, or ideas regarding the Services or the Partner Program (“Feedback“), Partner grants Smackdab a perpetual, irrevocable, worldwide, royalty-free, fully-paid, non-exclusive, sublicensable license to use, reproduce, modify, create derivative works from, distribute, publicly perform, and publicly display such Feedback for any purpose without compensation or attribution.

7.4.2. Partner represents and warrants that it has all necessary rights to grant the license in Section 7.4.1 and that the Feedback does not infringe or misappropriate any third-party intellectual property rights.

7.5. Partner Materials.

7.5.1. Partner may develop marketing materials, case studies, white papers, blog posts, or other content related to the Services (“Partner Materials“).

7.5.2. Subject to Smackdab’s underlying intellectual property rights in the Services, Partner shall own all right, title, and interest in and to the Partner Materials, provided that:

(a) Partner has obtained all necessary rights and permissions to create such materials;

(b) The Partner Materials comply with the Marketing Guidelines in Appendix 2 and have been approved by Smackdab where required;

(c) The Partner Materials do not infringe or misappropriate any third-party intellectual property rights; and

(d) The Partner Materials do not contain any confidential information of Smackdab or any Client without appropriate permission.

7.5.3. Partner hereby grants Smackdab a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, publicly display, and publicly perform the Partner Materials for Smackdab’s marketing and promotional purposes during the Term and for one (1) year thereafter.

⚠️ ATTORNEY REVIEW NOTE: Review Sections 7.3 and 7.4 to ensure the assignment of Generally Useful Features and Feedback license provisions are enforceable under both federal and state intellectual property laws. Consider whether Partner should receive any compensation or retained rights for Generally Useful Features that Smackdab commercializes.

8. MARKETING AND PROMOTION

8.1. Marketing Requirements.

8.1.1. Partner may market and promote the Services in accordance with this Agreement and the Marketing Guidelines set forth in Appendix 2.

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

(a) Comply with the Marketing Guidelines in Appendix 2;

(b) Be approved by Smackdab in accordance with the procedures set forth in Appendix 2;

(c) Accurately represent the features, functionality, and limitations of the Services;

(d) Not include any false or misleading statements;

(e) Not make any representations, warranties, or guarantees beyond those made by Smackdab in its Terms of Service; and

(f) Comply with all applicable laws, regulations, and industry guidelines, including those related to advertising, marketing, and consumer protection.

8.1.3. Partner shall maintain records of all marketing activities related to the Services, including copies of all marketing materials, for a period of at least two (2) years from the date of last use.

8.2. Partner Directory Listing.

8.2.1. Subject to Partner meeting the applicable tier requirements, Smackdab will list Partner in Smackdab’s partner directory on Smackdab’s website.

8.2.2. Partner’s listing will include:

(a) Partner name and logo;

(b) Partner type and tier;

(c) Brief description of Partner’s services;

(d) Partner’s geographic service areas;

(e) Partner’s industry specializations (if applicable); and

(f) Link to Partner’s website.

8.2.3. Partner shall provide accurate information for its directory listing and shall promptly update such information as necessary to maintain its accuracy.

8.2.4. Smackdab reserves the right to modify the format, content, or display of the partner directory at any time.

8.3. Co-Marketing Activities.

8.3.1. Depending on Partner’s tier, Partner may be eligible to participate in co-marketing activities with Smackdab, which may include:

(a) Joint webinars or events;

(b) Joint case studies or white papers;

(c) Joint press releases;

(d) Social media collaborations; or

(e) Co-branded marketing materials.

8.3.2. All co-marketing activities must be:

(a) Approved in writing by Smackdab and Partner;

(b) Conducted in accordance with the Marketing Guidelines in Appendix 2;

(c) Compliant with all applicable laws, regulations, and industry guidelines; and

(d) Consistent with Smackdab’s brand standards and messaging.

8.3.3. Unless otherwise agreed in writing, each party shall bear its own costs associated with co-marketing activities.

8.4. Marketing Development Funds (MDF).

8.4.1. Gold and Platinum Solution Partners and Gold Affiliate Partners may be eligible for Marketing Development Funds (“MDF“) to support marketing activities related to the Services.

8.4.2. MDF allocation, eligible activities, request process, and reimbursement procedures are set forth in Section 6 of Appendix 2.

8.4.3. All MDF-funded activities must comply with:

(a) The Marketing Guidelines in Appendix 2;

(b) The MDF terms and conditions specified in Section 6 of Appendix 2;

(c) All applicable laws, regulations, and industry guidelines; and

(d) Any additional requirements specified by Smackdab for specific MDF-funded activities.

8.4.4. Partner shall maintain detailed records of all MDF-funded activities, including receipts, invoices, and proof of performance, for a period of at least three (3) years from the date of reimbursement.

8.5. Use of Partner Name and Logo.

8.5.1. Partner grants Smackdab a non-exclusive, worldwide, royalty-free license during the Term to use Partner’s name, logo, and trademarks solely for:

(a) Listing Partner in Smackdab’s partner directory;

(b) Referencing Partner in Smackdab’s marketing materials;

(c) Creating co-branded marketing materials in accordance with this Agreement; and

(d) Identifying Partner as a participant in the Partner Program.

8.5.2. Smackdab shall comply with any reasonable trademark usage guidelines provided by Partner.

8.5.3. All goodwill associated with Smackdab’s use of Partner’s name, logo, and trademarks shall inure to the benefit of Partner.

8.6. Social Media and Digital Marketing.

8.6.1. Partner may promote the Services on Partner’s social media channels and through digital marketing, provided that:

(a) All content complies with the Marketing Guidelines in Appendix 2;

(b) Partner clearly discloses its relationship with Smackdab in accordance with applicable laws and regulations, including the Federal Trade Commission’s Endorsement Guidelines or similar regulations in other jurisdictions;

(c) Partner does not create social media accounts or pages that could be confused with official Smackdab accounts; and

(d) Partner complies with all terms of service and advertising policies of the relevant social media platforms or digital marketing channels.

8.6.2. Partner shall not bid on Smackdab’s trademarks or confusingly similar terms in search engine advertising without Smackdab’s prior written approval.

8.6.3. Additional requirements for social media marketing and digital advertising are set forth in Appendix 2.

8.6.4. FTC Endorsement Compliance. When marketing the Services on social media or through digital channels, Partner shall:

(a) Clearly and conspicuously disclose Partner’s material connection to Smackdab in each post, video, or communication;

(b) Place disclosures in a location where consumers are likely to see them: (i) For social media posts: at the beginning of the post or in a clearly visible location (ii) For videos: both verbally in the video and in writing in the description (iii) For blogs or articles: prominently at the beginning of the content

(c) Use clear, unambiguous language that ordinary consumers would understand, such as: (i) “I’m a Smackdab Partner” or “I’m a Smackdab Solution Partner” (ii) “[Partner Name] is compensated for sales resulting from this post” (iii) “As a Smackdab Partner, I earn commissions on qualifying purchases”

(d) Ensure that any testimonials or endorsements: (i) Reflect the honest opinions, findings, beliefs, or experiences of the endorser (ii) Do not contain any representations that would be deceptive if made directly by Smackdab (iii) Include typical results that consumers can generally expect, if making performance claims

8.7. Client Case Studies and Testimonials.

8.7.1. Partner may create case studies and obtain testimonials from Clients regarding the Services, provided that:

(a) Partner has obtained all necessary permissions and releases from the Clients featured in such case studies or testimonials;

(b) The case studies and testimonials accurately represent the Services and the results achieved by the Clients;

(c) The case studies and testimonials comply with the Marketing Guidelines in Appendix 2;

(d) The case studies and testimonials have been approved by Smackdab in accordance with the procedures set forth in Appendix 2; and

(e) The case studies and testimonials comply with all applicable laws, regulations, and industry guidelines, including those related to testimonials and endorsements.

8.7.2. Partner shall provide Smackdab with copies of all Client permissions and releases upon request.

⚠️ ATTORNEY REVIEW NOTE: Review Section 8.6 regarding social media marketing and FTC disclosure requirements to ensure compliance with recently updated guidance from the FTC on digital marketing and endorsements. Also review the MDF provisions in Section 8.4 to ensure proper accounting treatment and avoid potential kickback issues.

9. IMPLEMENTATION AND SUPPORT

9.1. Implementation Services. This section applies only to Solution Partners.

9.1.1. Scope of Services: Solution Partners may provide the following implementation services to Clients:

(a) Needs assessment and solution design;

(b) Implementation planning;

(c) Configuration and customization of the Services;

(d) Data migration;

(e) Integration with other systems;

(f) User training; and

(g) Go-live support.

9.1.2. Implementation Standards: Solution Partners shall:

(a) Follow Smackdab’s recommended implementation methodologies and best practices;

(b) Use certified personnel for all implementations;

(c) Conduct thorough testing before deploying to production;

(d) Document all custom configurations and implementations; and

(e) Ensure proper knowledge transfer to Client personnel.

9.1.3. Implementation Pricing: Solution Partners may set their own prices for implementation services, provided that:

(a) Such prices are reasonable and competitive in the market;

(b) Partner clearly distinguishes between fees for the Services and fees for implementation services; and

(c) For resale arrangements, Partner complies with any pricing guidelines provided by Smackdab.

9.1.4. Implementation SLAs. Solution Partners shall adhere to the following minimum SLAs for implementation services:

(a) Project Planning and Kickoff: (i) Initial consultation within 5 business days of Client engagement (ii) Needs assessment completed within 10 business days of initial consultation (iii) Implementation plan delivered within 10 business days of needs assessment completion

(b) Configuration and Customization: (i) Core configuration completed according to the timeline specified in the implementation plan, not to exceed 20 business days for standard implementations (ii) Customizations completed according to the timeline specified in the implementation plan (iii) Regular progress updates provided to Client at least weekly

(c) Testing and Validation: (i) Quality assurance testing completed within 5 business days of configuration completion (ii) Client user acceptance testing period of at least 5 business days (iii) Identified issues addressed according to the following timeline: – Critical issues: Within 1 business day – High priority issues: Within 2 business days – Medium priority issues: Within 3 business days – Low priority issues: Within 5 business days

(d) Data Migration (if applicable): (i) Data migration plan completed within 10 business days of project kickoff (ii) Test migration completed and validated within timeline specified in implementation plan (iii) Production migration completed within timeline specified in implementation plan

(e) Training and Go-Live: (i) Administrator training completed at least 5 business days before go-live (ii) End-user training completed before go-live (iii) Go-live support provided for at least 5 business days after go-live

(f) Post-Implementation: (i) Post-implementation review conducted within 10 business days after go-live (ii) Implementation documentation delivered within 15 business days after go-live (iii) Transition to ongoing support completed within 20 business days after go-live

9.1.5. Implementation SLA Liability Limitation.

(a) The SLAs set forth in Section 9.1.4 represent targeted service levels rather than guarantees. Partner shall use commercially reasonable efforts to meet these SLAs, but failure to meet an SLA shall not automatically constitute a material breach of this Agreement.

(b) Partner’s maximum liability for failure to meet the Implementation SLAs shall be limited to: (i) For delays of 1-5 business days beyond SLA: No monetary liability, but Partner shall provide a written plan to address the delay (ii) For delays of 6-10 business days beyond SLA: 10% of the implementation fees for the affected service component (iii) For delays exceeding 10 business days beyond SLA: 25% of the implementation fees for the affected service component, not to exceed $25,000 in the aggregate for any single implementation project

(c) The limitations in this Section 9.1.5 do not apply to: (i) Claims for willful misconduct or gross negligence (ii) Claims for breach of confidentiality obligations (iii) Indemnification obligations (iv) Violations of intellectual property rights

9.2. Support Services. This section applies only to Solution Partners.

9.2.1. Support Tiers: Support responsibilities shall be allocated as follows:

(a) Tier 1 Support (Basic Support): Solution Partners shall provide Tier 1 support to Clients, including:

Initial response to Client inquiries
Basic troubleshooting
Assistance with Service usage questions
Problem determination
Escalation to Tier 2 when necessary

(b) Tier 2 Support (Technical Support): Depending on Partner tier, Solution Partners may provide Tier 2 support or escalate to Smackdab, including:

Advanced troubleshooting
Configuration issues
Complex feature questions
Escalation to Tier 3 when necessary

(c) Tier 3 Support (Product Support): Smackdab shall provide Tier 3 support, including:

Code-level issues
Bug verification
Product defects
Advanced technical guidance

9.2.2. Support SLAs: Solution Partners shall provide support to Clients in accordance with the following minimum service levels:

(a) Response Times:

Critical Issues: Within 2 business hours
High Priority Issues: Within 4 business hours
Medium Priority Issues: Within 1 business day
Low Priority Issues: Within 2 business days

(b) Support Availability:

At minimum, during normal business hours in Client’s time zone
Gold and Platinum Partners shall provide extended hours support for critical issues

(c) Escalation Process: Clear process for escalating unresolved issues to Smackdab

9.2.3. Support Accountability: Solution Partners are responsible for:

(a) Maintaining accurate records of all support interactions;

(b) Tracking support metrics and performance against SLAs;

(c) Regularly reviewing support cases to identify trends and improvement opportunities; and

(d) Ensuring Client satisfaction with support services.

9.3. Quality Assurance and Client Satisfaction.

9.3.1. Smackdab reserves the right to monitor the quality of implementation and support services provided by Solution Partners, which may include:

(a) Client satisfaction surveys;

(b) Implementation quality reviews;

(c) Support case audits; and

(d) Direct Client feedback.

9.3.2. Solution Partners shall maintain minimum Client satisfaction ratings as required for their tier level as specified in Schedule B. Failure to maintain required satisfaction ratings may result in:

(a) Remediation plans;

(b) Additional training requirements;

(c) Tier downgrade; or

(d) In severe cases, termination of this Agreement.

9.4. Implementation and Support Coordination with Technology Partners.

9.4.1. For Clients using both the Services and integrations developed by Technology Partners under the Technology Partner Agreement, Solution Partners shall:

(a) Coordinate implementation activities with relevant Technology Partners to ensure proper integration implementation;

(b) Establish clear support responsibilities with Technology Partners; and

(c) Participate in joint troubleshooting when issues involve both the Services and third-party integrations.

9.4.2. Smackdab will facilitate coordination between Solution Partners and Technology Partners by:

(a) Providing documentation on integration capabilities and limitations;

(b) Establishing multi-party support escalation procedures; and

(c) Mediating technical disputes when necessary.

9.5. Dispute Resolution for Implementation and Support Issues.

9.5.1. Any disputes related to implementation or support services shall be resolved according to the following process:

(a) Initial Technical Review: Technical representatives from Partner and Smackdab shall meet within five (5) business days of either party identifying a dispute to discuss the technical aspects of the issue.

(b) Documentation and Assessment: The parties shall document the issue, including: (i) Nature and scope of the dispute (ii) Technical details and relevant circumstances (iii) Impact on Client (iv) Proposed resolution approaches

(c) Escalation Path: If not resolved at the technical level within ten (10) business days: (i) The dispute shall be escalated to the parties’ respective managers (ii) Managers shall meet within five (5) business days of escalation (iii) If not resolved at the manager level within ten (10) business days, the dispute shall proceed according to the full dispute resolution process in Appendix 4

(d) Client Involvement: For disputes involving Client satisfaction or deliverables: (i) Client feedback shall be solicited when appropriate (ii) Joint communication to Client shall be developed (iii) Client shall be kept informed of resolution progress

9.5.2. During the pendency of an implementation or support dispute, Partner shall continue to provide services to the Client unless such continuation would:

(a) Pose a security risk;

(b) Violate applicable law; or

(c) Cause irreparable harm to the Services or Client Data.

9.5.3. The complete dispute resolution process, including specific timeframes, documentation requirements, and escalation paths for implementation and support disputes, is set forth in Appendix 4: Dispute Resolution Flowchart.

⚠️ ATTORNEY REVIEW NOTE: Review the Implementation and Support SLAs in Sections 9.1.4 and 9.2.2 to ensure they establish reasonable requirements while not exposing Partners to excessive liability. Consider whether Partners should be required to maintain business interruption insurance or errors & omissions coverage to mitigate risks associated with these SLAs.

10. TERM AND TERMINATION – SPECIFIC PROVISIONS

10.1. Lead Protection Period.

10.1.1. If this Agreement is terminated and Partner has registered leads that have not yet converted to Clients, such leads will remain eligible for Commissions for ninety (90) days after the effective date of termination (“Lead Protection Period“), provided that:

(a) The leads were properly registered and approved before termination;

(b) Partner continues to actively engage with such leads during the Lead Protection Period; and

(c) The termination was not due to Partner’s material breach, fraud, or illegal conduct.

10.1.2. Commissions for sales that occur during the Lead Protection Period will be paid in accordance with Section 6 and Schedule A, except that no further Commissions will be paid for renewals or expansions that occur after the Lead Protection Period.

10.2. Client Transition Upon Termination.

10.2.1. For Solution Partners with active Clients at the time of termination, the parties shall cooperate to ensure a smooth transition of such Clients to either Smackdab’s direct support or to another Solution Partner, as determined by Smackdab in consultation with the Clients.

10.2.2. Partner shall provide reasonable transition assistance for a period of up to thirty (30) days following termination, including but not limited to transferring relevant Client information, providing knowledge transfer, and facilitating introductions.

10.2.3. Notwithstanding termination of this Agreement, Solution Partner may continue to provide implementation and support services to existing Clients in good standing for up to ninety (90) days following termination to allow for appropriate transition.

10.2.4. During the transition period, Partner shall:

(a) Maintain the same level of service quality as prior to termination;

(b) Not make disparaging remarks about Smackdab or the Services; and

(c) Cooperate with Smackdab and/or the replacement Solution Partner to ensure minimal disruption to Clients.

10.2.5. Termination Notices and Documentation.

(a) All termination notices shall follow the templates provided in Appendix 5: Termination Notice Templates, and shall include at minimum: (i) Clear identification of the terminating party (ii) The specific ground for termination, including reference to the applicable Agreement section (iii) The effective date of termination (iv) A detailed transition plan for active Clients (v) A list of post-termination obligations for both parties

(b) Partner shall provide a Client Transition Document within ten (10) business days after providing or receiving a termination notice, which shall include: (i) A complete list of active Clients serviced by Partner (ii) Implementation and configuration details for each Client (iii) Support history and open support tickets (iv) Upcoming planned activities or milestones (v) Client-specific customizations, integrations, or configurations

(c) Smackdab shall provide a Termination Confirmation Document within five (5) business days of receiving the Client Transition Document, which shall include: (i) Confirmation of the termination effective date (ii) Detailed transition plan and timeline for each Client (iii) Designated transition coordinator from Smackdab (iv) Process for handling final Commission payments (v) Schedule for return or deletion of Confidential Information

(d) The parties shall conduct a formal transition meeting within fifteen (15) business days before the effective termination date to review and finalize the transition plan.

10.3. Commissions Upon Termination.

10.3.1. If Partner terminates this Agreement for convenience, Smackdab will pay any accrued but unpaid Commissions as of the effective date of termination, plus Commissions for Qualified Sales that occur during the Lead Protection Period.

10.3.2. If Smackdab terminates this Agreement for convenience, Smackdab will pay:

(a) Any accrued but unpaid Commissions as of the effective date of termination;

(b) Commissions for Qualified Sales that occur during the Lead Protection Period; and

(c) For Solution Partners with active Clients, Commissions for renewals that occur within six (6) months after termination, at 50% of the applicable Commission rate specified in Schedule A.

10.3.3. If Smackdab terminates this Agreement due to Partner’s material breach, fraud, or illegal conduct, Smackdab may, in its sole discretion, withhold any unpaid Commissions and pursue any other available remedies.

10.3.4. If Partner terminates this Agreement due to Smackdab’s material breach, Smackdab shall pay Partner:

(a) All accrued but unpaid Commissions within sixty (60) days of the effective date of termination;

(b) Commissions for Qualified Sales that occur during the Lead Protection Period; and

(c) For Solution Partners with active Clients, Commissions for renewals that occur within twelve (12) months after termination, at the full applicable Commission rate specified in Schedule A.

10.4. Additional Effects of Termination.

10.4.1. Upon termination of this Agreement, in addition to the effects set forth in Section 5.4 of the General Agreement:

(a) Partner shall cease all marketing and promotion of the Services;

(b) Partner shall remove all references to Smackdab from Partner’s website, marketing materials, and social media profiles;

(c) Partner shall return or cease using all demo accounts and environments;

(d) Partner shall cease representing itself as a Smackdab Partner; and

(e) Partner shall cease using any Smackdab certification badges or designations.

10.4.2. For Solution Partners authorized to resell the Services, upon termination:

(a) Partner shall cease selling or renewing subscriptions to the Services;

(b) Existing Client subscriptions will continue for their current term and may be renewed directly with Smackdab thereafter; and

(c) Partner shall provide Smackdab with all necessary Client information to facilitate direct billing for future renewal periods.

10.5. Alignment with General Agreement Termination Provisions.

10.5.1. The termination provisions in this Section 10 are in addition to, and not in lieu of, the termination provisions set forth in Section 5 of the General Agreement.

10.5.2. The notice periods, cure periods, and procedural requirements for termination set forth in Section 5 of the General Agreement shall apply to any termination of this Agreement.

⚠️ ATTORNEY REVIEW NOTE: Review Sections 10.2 and 10.4 to ensure the client transition provisions adequately protect client continuity while not creating an undue burden on terminated Partners. Also evaluate the withholding of commissions provision in Section 10.3.3 to confirm it doesn’t create risks under state wage payment laws when applied to individual Partners rather than business entities.

11. INTERNATIONAL PARTNER PROVISIONS

11.1. Applicability. The provisions in this Section 11 apply to Partners operating outside the United States and to Partners operating within the United States who have Clients or prospects outside the United States.

11.2. Compliance with Local Laws.

11.2.1. Partner shall comply with all applicable local laws, regulations, and industry standards in each jurisdiction where Partner markets, promotes, sells, or implements the Services, including but not limited to:

(a) Local data protection and privacy laws;

(b) Consumer protection laws;

(c) Marketing and anti-spam regulations;

(d) Tax laws and regulations;

(e) Trade compliance regulations; and

(f) Employment and labor laws.

11.2.2. Partner acknowledges that compliance requirements may vary significantly across jurisdictions, and Partner is solely responsible for understanding and adhering to all applicable local requirements.

11.3. Language Requirements.

11.3.1. All agreements between Partner and Clients must be in a language understood by the Client and must comply with local language requirements where mandated by law.

11.3.2. Any localized or translated marketing materials created by Partner must be submitted to Smackdab for approval prior to use in accordance with Section 8.1 and Appendix 2.

11.3.3. In case of any discrepancy between the English version of this Agreement and any translated version, the English version shall prevail.

11.4. Currency and Payments.

11.4.1. Unless otherwise specified in writing, all Commission payments will be made in United States Dollars (USD).

11.4.2. Partner is responsible for any currency conversion fees, bank charges, or other costs associated with receiving payments in USD.

11.4.3. If Partner operates in a jurisdiction with currency controls or restrictions, Partner shall be responsible for obtaining any necessary approvals or registrations to receive cross-border payments.

11.4.4. Currency Conversion Mechanisms.

(a) Exchange Rate Determination: For the purpose of calculating Commissions for transactions conducted in currencies other than USD: (i) Smackdab shall convert the transaction amount to USD using the average daily exchange rate published by the Wall Street Journal (or another reputable financial source if the Wall Street Journal is not available) for the month in which the transaction occurred (ii) For recurring transactions, the exchange rate shall be determined for each payment period separately (iii) Historical exchange rates shall be documented and made available to Partner upon request

(b) Currency Fluctuation Risk Management: (i) For Partners operating primarily in currencies with significant volatility against the USD (defined as currencies that fluctuate more than 10% against the USD in a 30-day period), Partner may request quarterly rather than monthly Commission payments to reduce conversion frequency (ii) For Strategic Partners with annual Commission payments exceeding $100,000 USD, Smackdab may, at its discretion, offer fixed exchange rates for renewable 6-month periods (iii) Partners may request Commission payment in Euro (EUR) or British Pound (GBP) rather than USD, subject to Smackdab’s approval and a 2% administrative fee

(c) Local Currency Payment Options: (i) Following Smackdab’s international expansion in 2026, Smackdab may offer direct payment in selected local currencies for Partners operating in those regions (ii) Eligibility for local currency payments shall be based on Partner tier, transaction volume, and operational feasibility (iii) Partners receiving payment in local currency shall be subject to local payment regulations and tax requirements

11.5. Export Controls and Trade Compliance.

11.5.1. Partner shall comply with all applicable export control laws and regulations, including U.S. export controls and economic sanctions, in connection with its performance under this Agreement.

11.5.2. Partner shall not market, sell, or provide the Services to any entity or individual located in a country or region subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine) or to any entity or individual on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List.

11.5.3. Partner shall not engage in any transaction involving the Services that would cause Smackdab to violate any applicable export control or economic sanctions laws.

11.5.4. Partner acknowledges that U.S. export control laws and sanctions regulations may change over time, and Partner is responsible for monitoring such changes and ensuring ongoing compliance.

11.5.5. Export Classification and Compliance.

(a) For purposes of U.S. export controls, the Services are classified as: (i) ECCN 5D992.c (mass market encryption) under the Export Administration Regulations (“EAR”) (ii) Authorized for export under License Exception ENC, subject to the terms and conditions of that license exception (iii) Subject to the anti-terrorism controls for both entities and embargoed destinations

(b) Partner shall implement an export compliance program that includes, at minimum: (i) Screening of all potential Clients against restricted party lists (ii) Identifying red flags for potential diversion (iii) Implementing appropriate technological and contractual safeguards (iv) Maintaining records of export compliance activities for five (5) years (v) Promptly reporting any potential violations to Smackdab and appropriate authorities

(c) For Partners operating internationally or engaged in cross-border transactions, Partner shall: (i) Comply with both U.S. and local country export regulations (ii) Obtain any necessary import licenses or permits (iii) Address potential conflicts between U.S. laws and blocking statutes (iv) Ensure end-user certifications when required

11.6. Tax Considerations.

11.6.1. Partner shall be responsible for collecting, reporting, and remitting all applicable taxes related to its sales and services, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, and income tax.

11.6.2. If Partner is authorized to resell the Services, Partner shall provide valid tax registration numbers and documentation to Smackdab upon request.

11.6.3. Partner shall provide Smackdab with any tax documentation required for proper tax treatment of Commission payments, including but not limited to W-8 forms for non-U.S. Partners.

11.6.4. Partner shall indemnify and hold harmless Smackdab from any claims, liabilities, penalties, or costs arising from Partner’s failure to comply with applicable tax laws.

11.7. Cross-Border Data Transfers.

11.7.1. If Partner transfers Personal Data across international borders in connection with its activities under this Agreement, Partner shall implement appropriate safeguards as required by applicable Data Protection Laws, which may include:

(a) Standard Contractual Clauses approved by the European Commission or other relevant authorities;

(b) Binding Corporate Rules;

(c) Approved certification mechanisms; or

(d) Other approved transfer mechanisms.

11.7.2. Partner acknowledges that requirements for cross-border data transfers may change over time, and Partner is responsible for monitoring such changes and ensuring ongoing compliance.

11.7.3. Partner shall maintain documentation of all cross-border data transfers and the safeguards implemented for such transfers.

11.7.4. Data Localization Requirements.

(a) Partner acknowledges that certain jurisdictions impose data localization requirements that may restrict or prohibit the transfer of certain categories of data outside their borders.

(b) For activities in jurisdictions with data localization requirements, including but not limited to Russia, China, India, Vietnam, Indonesia, and Saudi Arabia, Partner shall: (i) Identify applicable data localization requirements (ii) Implement appropriate technical and organizational measures to comply with such requirements (iii) Utilize local hosting or processing facilities when required by law (iv) Obtain specific consents or approvals when required (v) Maintain documentation demonstrating compliance with data localization requirements

(c) Partner shall promptly notify Smackdab if data localization requirements in any jurisdiction prevent Partner from fulfilling its obligations under this Agreement.

11.7.5. Data Transfer Impact Assessments.

(a) For transfers of Personal Data from the European Economic Area, UK, or Switzerland to countries without an adequacy decision, Partner shall: (i) Conduct and document a transfer impact assessment evaluating the legal regime of the destination country (ii) Implement supplementary measures beyond Standard Contractual Clauses when necessary (iii) Regularly review and update the assessment to reflect changes in law or circumstance

(b) Partner shall make transfer impact assessments available to Smackdab and, when legally required, to regulatory authorities.

11.8. International Expansion Framework.

11.8.1. As Smackdab expands internationally (planned for 2026), Smackdab may develop country-specific or region-specific addenda to this Agreement to address local legal requirements.

11.8.2. Partner acknowledges and agrees that, as a condition of operating in new international markets, Partner may be required to execute such addenda.

11.8.3. Country-specific or region-specific addenda may address, among other things:

(a) Local registration or licensing requirements;

(b) Local privacy and data protection requirements;

(c) Local marketing and advertising regulations;

(d) Local tax requirements; and

(e) Local language requirements.

⚠️ ATTORNEY REVIEW NOTE: Review Section 11.5 regarding export controls to ensure compliance with the most current U.S. sanctions regulations, which may have changed since drafting. Also evaluate Section 11.7 on cross-border data transfers to ensure it adequately addresses the requirements of GDPR, UK GDPR, and other international privacy laws, particularly in light of evolving case law regarding data transfers to the U.S.

12. ADDITIONAL LEGAL PROVISIONS

12.1. Data Processing Terms.

12.1.1. To the extent Partner processes any Client Data (including Personal Data) in connection with this Agreement, Partner shall:

(a) Process such data only in accordance with Client’s documented instructions and as necessary to perform its obligations under this Agreement;

(b) Implement and maintain appropriate technical and organizational measures to protect such data from unauthorized access, disclosure, alteration, or destruction;

(c) Promptly notify Smackdab of any actual or suspected data breach involving Client Data;

(d) Ensure that its personnel who have access to Client Data are subject to appropriate confidentiality obligations;

(e) Not engage any subcontractor to process Client Data without prior written approval from Smackdab and ensuring that such subcontractor is bound by data protection terms no less protective than those in this Agreement;

(f) Assist Smackdab and Clients in responding to data subject requests and complying with data protection laws;

(g) Delete or return all Client Data upon the termination of services to a particular Client or upon Smackdab’s or Client’s request; and

(h) Upon request, provide Smackdab with information necessary to demonstrate compliance with these data processing obligations.

12.1.2. Partner acknowledges that it has reviewed and will comply with all applicable provisions of Section 10 (Data Protection and Privacy) of the General Agreement, which are incorporated by reference into this Agreement. Without limiting the foregoing, Partner specifically agrees to comply with:

(a) Section 10.1 (Compliance with Data Protection Laws) of the General Agreement;

(b) Section 10.2 (Data Processing Roles) of the General Agreement;

(c) Section 10.3 (Partner Data Protection Obligations) of the General Agreement;

(d) Section 10.4 (Cross-Border Data Transfers) of the General Agreement;

(e) Section 10.5 (Data Processing Addendum) of the General Agreement;

(f) Section 10.8 (Marketing and Communications) of the General Agreement;

(g) Section 10.9 (Sub-Processing) of the General Agreement; and

(h) Section 10.10 (Data Minimization and Retention) of the General Agreement.

12.1.3. If required by applicable law, Partner agrees to enter into additional data processing terms with Smackdab or directly with Clients, including but not limited to:

(a) EU Standard Contractual Clauses;

(b) UK International Data Transfer Agreement;

(c) Swiss Transborder Data Flow Agreement; or

(d) Other data transfer mechanisms as may be required by applicable Data Protection Laws.

12.1.4. Data Breach Notification Requirements. In the event of any actual or suspected personal data breach involving Personal Data processed in connection with this Agreement, Partner shall notify Smackdab:

(a) Without undue delay and, where feasible, within 72 hours of discovery (or such shorter period as may be required by applicable law);

(b) With a detailed description of the breach, including but not limited to: (i) The nature of the breach (ii) The categories and approximate number of data subjects affected (iii) The categories and approximate number of Personal Data records affected (iv) The likely consequences of the breach (v) Any actual or potential cross-border implications of the breach

(c) With information about remediation measures taken and planned;

(d) With the name and contact details of the data protection officer or other contact point for more information;

(e) With ongoing updates as additional information becomes available; and

(f) With a root cause analysis and remediation plan within ten (10) business days of breach resolution, when requested by Smackdab.

12.1.5. Data Minimization and Retention

(a) Partner shall collect, process, and retain Personal Data only to the extent necessary to perform its obligations under this Agreement.

(b) Partner shall not retain Personal Data longer than necessary for the purposes for which it was collected, unless retention is required by applicable law.

(c) Partner shall implement appropriate data deletion and anonymization procedures to ensure compliance with data minimization and retention principles.

12.1.6. Data Subject Requests.

(a) Partner shall maintain procedures to promptly identify, review, and respond to data subject requests under applicable Data Protection Laws, including requests for: (i) Access to Personal Data (ii) Correction of inaccurate Personal Data (iii) Deletion of Personal Data (iv) Restriction of processing (v) Data portability (vi) Objection to processing (vii) Withdrawal of consent (viii) Information about automated decision-making, including profiling

(b) Partner shall respond to data subject requests within the following timeframes: (i) Initial acknowledgment of receipt: Within 3 business days (ii) Substantive response: Within 15 calendar days (or such shorter period as may be required by applicable law) (iii) Complete fulfillment of request: Within 30 calendar days (or such shorter period as may be required by applicable law), with a possible extension of up to 60 additional days for complex requests where permitted by law

(c) Partner shall maintain records of all data subject requests and responses for at least 24 months.

12.1.7. Audit Rights for Privacy Compliance.

(a) Smackdab may audit Partner’s compliance with data protection obligations through: (i) Requesting and reviewing documentation (ii) Conducting questionnaires or assessments (iii) Performing remote audits of systems and procedures (iv) On-site inspections with reasonable notice

(b) Such audits shall not occur more than once per year unless: (i) Required by law or regulatory authority (ii) Necessary to investigate a data breach (iii) Previous audit revealed material non-compliance

12.2. Force Majeure.

12.2.1. Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government action, strikes, lockouts, labor disputes, fire, explosion, or power failures (“Force Majeure Event“).

12.2.2. The party experiencing a Force Majeure Event shall:

(a) Promptly notify the other party of the nature and extent of the Force Majeure Event;

(b) Use reasonable efforts to mitigate the effects of the Force Majeure Event and continue performance to the extent possible; and

(c) Resume normal performance promptly once the Force Majeure Event has been resolved.

12.2.3. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice without liability, except for payment obligations accrued prior to the Force Majeure Event.

12.2.4. SaaS-Specific Force Majeure Provisions.

(a) In addition to the events listed in Section 12.2.1, the following shall be considered Force Majeure Events specific to SaaS operations: (i) Widespread internet backbone disruptions affecting multiple major providers (ii) Severe cyberattacks that overwhelm reasonable security measures, including zero-day exploits or advanced persistent threats (iii) Critical infrastructure failures affecting major cloud computing providers used by Smackdab (iv) Major data center disasters, including physical attacks, extreme weather events, or catastrophic equipment failures (v) Global or regional supply chain disruptions preventing acquisition of essential hardware or components

(b) The following shall NOT be considered Force Majeure Events: (i) Routine or preventable system outages (ii) Foreseeable capacity limitations (iii) Failure to implement reasonable cybersecurity measures (iv) Outages resulting from inadequate redundancy or backup systems (v) Financial difficulties or funding limitations

(c) During SaaS-specific Force Majeure Events, the affected party shall: (i) Implement applicable disaster recovery and business continuity plans (ii) Provide status updates at least once every 24 hours (iii) Maintain transparent communication regarding expected resolution timeline (iv) Prioritize recovery of critical functions and data protection

12.3. Non-Solicitation.

12.3.1. During the Term of this Agreement and for one (1) year thereafter, neither party shall directly or indirectly solicit, hire, or engage any employee, contractor, or agent of the other party who was involved in the performance or administration of this Agreement, without the prior written consent of the other party.

12.3.2. For clarity, the following shall not be considered solicitation under this section:

(a) General advertisements or job postings not specifically directed at the other party’s employees, contractors, or agents;

(b) Responding to unsolicited inquiries from the other party’s employees, contractors, or agents; or

(c) Hiring or engaging individuals who have ceased to be employed or engaged by the other party for at least six (6) months.

12.3.3. During the Term of this Agreement and for one (1) year thereafter, Partner shall not directly or indirectly solicit or attempt to divert any Client with whom Partner had material contact through the Services for the purpose of providing products or services that compete with the Services.

12.3.4. State-Specific Modifications.

(a) California Exception: Notwithstanding Sections 12.3.1 and 12.3.3, for Partners located in or subject to the laws of California: (i) Section 12.3.1 shall be limited to solicitation only and shall not prohibit hiring or engagement of employees who respond to general advertisements or who approach Partner without direct solicitation (ii) Section 12.3.3 shall be construed to prohibit only the use of Smackdab’s confidential information to solicit Clients, rather than a general non-solicitation covenant

(b) Other Restrictive States: For Partners located in or subject to the laws of states or jurisdictions that significantly restrict non-solicitation covenants (including but not limited to North Dakota, Oklahoma, and Massachusetts): (i) Sections 12.3.1 and 12.3.3 shall be enforced only to the extent permissible under applicable law (ii) If a provision is deemed unenforceable in a particular jurisdiction, it shall be automatically modified to the minimum extent necessary to be enforceable

(c) Severability: If any portion of this Section 12.3 is found by a court of competent jurisdiction to be invalid or unenforceable, such finding shall not affect the validity or enforceability of the remainder of this Section 12.3, and the court shall modify the invalid or unenforceable portion to the minimum extent necessary to make it valid and enforceable.

12.4. Record-Keeping Requirements.

12.4.1. Partner shall maintain complete and accurate records related to its activities under this Agreement, including but not limited to:

(a) Marketing activities and expenditures;

(b) Client and prospect communications;

(c) Sales activities and transactions;

(d) Implementation and support services provided to Clients;

(e) Revenue received from Clients (for resellers); and

(f) Any other records required by applicable law or reasonably requested by Smackdab.

12.4.2. Partner shall retain such records for at least three (3) years following the end of the calendar year in which the activities occurred, or longer if required by applicable law.

12.4.3. Upon reasonable notice and during regular business hours, Smackdab may audit Partner’s records to verify compliance with this Agreement. Such audits shall not occur more than once per calendar year unless Smackdab has reasonable cause to suspect non-compliance.

12.4.4. If an audit reveals material non-compliance with this Agreement, Partner shall reimburse Smackdab for the reasonable costs of conducting the audit, in addition to any other remedies available to Smackdab.

12.5. Dispute Resolution Specifics.

12.5.1. In addition to the dispute resolution provisions in the General Agreement, the following provisions apply specifically to disputes arising under this S&A Agreement:

(a) Jurisdiction and Venue: Any legal action or proceeding arising out of or related to this S&A Agreement shall be brought exclusively in the federal or state courts located in Collier County, Florida, and each party irrevocably submits to the jurisdiction and venue of such courts.

(b) Expert Determination: For disputes involving technical matters related to implementation services, integration requirements, or support obligations under this S&A Agreement, the parties may agree to submit such disputes to a mutually selected technical expert for non-binding evaluation before proceeding with other dispute resolution methods.

(c) Preliminary Relief: Notwithstanding the dispute resolution requirements, either party may seek preliminary injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of the dispute.

(d) Commission Disputes: For disputes specifically related to Commission calculations or payments, the parties shall engage in good faith negotiations at the executive level for a period of at least twenty (20) days before initiating formal dispute resolution procedures.

12.5.2. The dispute resolution procedures set forth in this Section 12.5 are intended to supplement, not replace, the dispute resolution procedures set forth in Section 9 of the General Agreement. In the event of any conflict, the procedures in this Section 12.5 shall prevail with respect to disputes specific to this S&A Agreement.

12.5.3. International Arbitration Provisions.

(a) For disputes involving Partners located outside the United States, either party may elect to resolve the dispute through binding arbitration rather than litigation. If arbitration is elected: (i) The arbitration shall be administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules (ii) The arbitration shall be conducted by a panel of three arbitrators, with each party selecting one arbitrator and the third selected by the two party-appointed arbitrators (iii) The arbitration shall be conducted in English (iv) The seat of arbitration shall be Miami, Florida, USA (v) The arbitration shall be conducted on a documents-only basis unless the arbitrators determine that an in-person hearing is necessary

(b) The parties agree that for international disputes: (i) The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs (ii) The arbitrators shall issue a reasoned award explaining the legal and factual basis for their decision (iii) Either party may seek to enforce an arbitral award in any court of competent jurisdiction (iv) The existence and content of the arbitration proceedings shall be kept confidential, except as required by law or for enforcement purposes

12.5.4. Comprehensive Dispute Resolution Framework.

(a) All disputes arising under this S&A Agreement shall be resolved according to the structured process set forth in Appendix 4: Dispute Resolution Flowchart, which specifies: (i) Entry points for different categories of disputes (ii) Required preliminary steps before formal dispute resolution (iii) Escalation paths with specific timeframes (iv) Required documentation at each stage (v) Decision points for determining next steps

(b) The dispute categories covered by this framework include: (i) Commission and Payment Disputes (ii) Implementation and Support Disputes (iii) Client Transition Disputes (iv) Intellectual Property Disputes (v) Data Protection and Privacy Disputes (vi) Partner Tier Status Disputes

(c) Each dispute category has specific requirements and timeframes as detailed in Appendix 4, including: (i) Required initial notice content (ii) Response timing and format (iii) Documentation requirements (iv) Escalation triggers and process (v) Resolution documentation

(d) All notices, responses, and other communications related to disputes shall follow the templates provided in Appendix 4 to ensure completeness and consistency.

⚠️ ATTORNEY REVIEW NOTE: Review the improvements made to Part 2 of the agreement to ensure they address key operational issues while maintaining legal enforceability. Key areas to focus on include: (1) the new Section 9.5 on dispute resolution for implementation and support issues, (2) the expanded Section 10.2.5 on termination notices and documentation, (3) the comprehensive dispute resolution framework in Section 12.5.4, and (4) the added Appendices 3-5 in Section 13.1. Also verify that all cross-references between sections are accurate and that the newly added structured processes align with the practical realities of implementation, support, and dispute resolution. Review for consistency with the definitions added to Part 1, particularly regarding “Client Data,” “Partner Materials,” and “Services.” Pay particular attention to the comprehensive dispute resolution framework to ensure it creates an enforceable and practical mechanism for resolving different types of disputes while aligning with the jurisdiction and arbitration provisions.

13. SCHEDULES AND APPENDICES

13.1. Incorporation by Reference. The following schedules and appendices are hereby incorporated by reference and form an integral part of this Agreement:

13.1.1. Schedule A: Commission Rates and Structure

13.1.2. Schedule B: Partner Tier Qualification Criteria

13.1.3. Appendix 1: Lead Registration Process

13.1.4. Appendix 2: Marketing Guidelines and Approval Process

13.1.5. Appendix 3: Services Description

13.1.6. Appendix 4: Dispute Resolution Flowchart

13.1.7. Appendix 5: Termination Notice Templates

13.2. Updates to Schedules and Appendices.

13.2.1. Smackdab may update the schedules and appendices from time to time by posting updated versions on the Partner Portal or providing them to Partner through other reasonable means.

13.2.2. Updates to Schedule A (Commission Rates and Structure) shall be effective thirty (30) days after notification to Partner, unless Partner terminates this Agreement within that period.

13.2.3. Updates to Schedule B (Partner Tier Qualification Criteria) shall be effective ninety (90) days after notification to Partner, unless Partner terminates this Agreement within that period.

13.2.4. Updates to Appendix 1 (Lead Registration Process) and Appendix 2 (Marketing Guidelines and Approval Process) shall be effective thirty (30) days after notification to Partner.

13.2.5. Updates to schedules and appendices shall not retroactively affect Partner’s rights with respect to previously registered leads, previously earned Commissions, or previously approved marketing materials.

⚠️ ATTORNEY REVIEW NOTE: Review the update mechanisms for schedules and appendices to ensure they provide reasonable notice to partners while giving Smackdab sufficient flexibility to adapt its program. Pay particular attention to the non-retroactivity provision in Section 13.2.5 to ensure it adequately protects partners’ existing rights while allowing for program evolution.

14. CONTACT INFORMATION

For questions or concerns regarding this Agreement or the Solution & Affiliate Partner Program, please contact:

Partner Program Team:
Email: [email protected]
Phone: +1 (555) 123-4567

Solution Partner Support:
Email: [email protected]
Phone: +1 (555) 234-5678

Affiliate Partner Support:
Email: [email protected]
Phone: +1 (555) 345-6789

Legal Department:
Email: [email protected]
Mail: Smackdab Inc., 372 Live Oak Ln, Marco Island, FL 34145
United States

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