DEAL REGISTRATION TERMS AND GUIDELINES

1. General

Access to the Deal Registration Program is available to channel partners that are current members in good standing in the ConverseNow Technologies Partner Program (each, a "Partner") and to authorized distributors that are current members in good standing in the ConverseNow Technologies Partner Program and in their distribution agreements with ConverseNow Technologies (each, a "Distributor"). The terms and conditions below, along with the Regional Specific Addendum, (together, the "Registration Guidelines") set out the procedures for Distributors and Partners (directly or indirectly through Distributors) to register opportunities through the ConverseNow Technologies Partner Portal. As used herein, "Deal Registration Program" means the deal registration program offered under the ConverseNow Technologies Partner Program. "ConverseNow Technologies Partner Program Agreement" means the ConverseNow Partner Program terms and conditions or ConverseNow Technologies Partner Program Agreement for the region in which Partner is located. "ConverseNow Technologies" means the ConverseNow and/or entity or entities with whom you have agreed to be bound to the ConverseNow Technologies Partner Program Agreement.

2. Deal Registration Criteria

An opportunity is eligible for Deal Registration if the Partner and the Partner's opportunity meet all of the following criteria as determined in ConverseNow Technologies' sole discretion: a) The deal is for a single business opportunity for the resale of ConverseNow products and services to an end-user under the ConverseNow Technologies Partner Program. b) The deal is not being pursued directly by ConverseNow Technologies at the time the Partner submits the deal registration. In certain circumstances, despite ConverseNow Technologies indicating a direct pursuit of the deal, the Partner may reach out to ConverseNow Technologies (or ConverseNow Technologies may reach out to the Partner) to discuss collaboration on the deal. c) The hardware products subject to the deal registration are designated by ConverseNow Technologies as new (i.e., not refurbished) products. d) The deal is not registered by another partner. However, in certain circumstances, ConverseNow Technologies may grant registrations to multiple Partners for the same deal, if ConverseNow Technologies determines it is required by local laws. e) The deal is not the subject of a Public Tender that has been published; provided, however, that before the Public Tender has been published, the Partner shall be eligible to register the deal. "Public Tender" means a request for proposal (RFP), invitation for bid (IFB), indefinite delivery indefinite quantity (IDIQ), or similar public sector tender process that is subject to public procurement laws or regulations. f) The aggregate size of the deal meets the Minimum Deal Size set forth in the Regional Specific Addendum. Aggregate deal size is determined before any taxes, shipping, handling, or other fees are applied. Only ConverseNow products and/or services are included in determining deal size - third-party products and services are not included in such determinations. g) Before registering a deal, the Partner must substantiate (to ConverseNow Technologies' satisfaction) pre-sales efforts related to such deal, such as, but not limited to, meeting with the end-user's decision-makers, qualifying the deal, helping the end-user to quantify the project budget with ConverseNow products or services, or helping the end-user to define the project requirements to include ConverseNow products or services. Partners must include a description of such efforts in the Justification Statement in the deal registration tool. In addition, Partner must document such efforts, including proof of date and time, to be provided to ConverseNow Technologies on request. h) The Partner must provide sufficient information when registering the deal to allow ConverseNow Technologies to determine whether the Partner is well positioned to service the deal and whether to approve the deal registration.

3. Deal Registration Process

Partner must comply with all of the following to register a deal: a)  The deal must meet the criteria set out in Section 2. b)  The Partner must accurately submit the deal for review via ConverseNow Technologies' deal registration form. Each deal registration must represent a single deal with a single end-user. Partner may not combine deals or end-user accounts for any purpose. Partner must apply for a separate deal registration for additional or different business opportunities. c)  The Partner must be the first to submit the deal with complete and accurate deal information. When submitting deal registration for approval, Partner must provide known end-user information, including end-user's full company name, correctly spelled. If Partner submitting the deal registration request is teaming with another Partner or with a ConverseNow Technologies OEM Customer on the opportunity, then such Partner must identify the other Partner and OEM Customer in the deal registration submission. d)  ConverseNow Technologies will notify the Partner by e-mail that the deal registration is approved, and deal has been registered ("Deal Registration"), or that the deal registration has been declined. ConverseNow Technologies will strive to notify Partners of its decision within two business days but deals for enterprise customers may take longer due to additional validations. e)  Distributors must comply with Section 3.a. through 3.d., and correctly provide both the reseller and end-user information when attempting to obtain a deal registration. Distributors may register a deal only on behalf of Partners in the Solution Provider track in the ConverseNow Technologies Partner Program. 4. Deal Registration Term & Renewals Unless a different period is specified in the Regional Specific Addendum, each Deal Registration will be valid for sixty (60) days beginning from the date of ConverseNow Technologies' notification of the Deal Registration approval ("Registration Term"). In its sole discretion, ConverseNow Technologies may grant an extension or renewal of the Registration Term before the Deal Registration expires.

5. Deal Registration Benefits

5.1 Subject to Section 6 (Exceptions) and the ConverseNow Technologies External Rules of Engagement, the following benefits will apply: a) If Partner is granted a Deal Registration, ConverseNow Technologies will not proactively engage in direct- sales efforts for that deal specified in the Deal Registration. b) If Distributor is granted a Deal Registration, ConverseNow Technologies will not proactively engage the reseller or end-user in direct-sales effort for that deal specified in the Deal Registration. 5.2 A Partner and Distributor must be current in its payments to ConverseNow Technologies for all associated purchase orders during the Registration Term or Partner may not obtain Deal Registration benefits. 5.3 If a Partner submitted a deal registration request, or if Distributor submitted a deal registration request on behalf of a Partner, and if the deal registration request is approved, then only such Partner will be entitled to Deal Registration benefits for that opportunity. Other Partners or ConverseNow Technologies OEM Customers identified in the deal registration submission (as discussed in Section 3(c) above) will not be entitled to any Deal Registration benefits or to advantaged pricing that ConverseNow Technologies may offer to the Partner in connection with an approved deal registration.

6. Exceptions

6.1 Exceptions for ConverseNow Technologies quotes and bids. Notwithstanding Section 5 (Deal Registration Benefits) above, ConverseNow Technologies may, at its discretion, quote or bid for a deal in any of the following scenarios: a)  The end-user requests that ConverseNow Technologies quote or bid on the deal. b)  The end-user is a current "active" customer of ConverseNow Technologies directly for the line of product(s) included in the deal. An end-user account is considered "active" if product(s) were sold to the end- user by ConverseNow Technologies directly in the last twelve (12) months or end-user is a global segment or international account with ConverseNow Technologies directly. c)  The end-user has rejected the Partner's bid or quote. d)  The end-user uses ConverseNow Technologies online sources, to receive pricing. e)  The Partner does not close the deal within the Registration Term, and no extension or renewal of the Registration Term has been granted. A deal is considered "closed" when Partner places a purchase order for products and services specified in the Deal Registration and pays for the invoiced amount. f)  The end-user requests a quote or bid for a fully integrated vertical market solution that includes the products and services covered by the Partner's Deal Registration, but the Partner is unable to quote the full solution (hardware, software, services, etc.). g)  The deal is the subject of a Public Tender. h)  Any of the scenarios set forth in Section 6.2 (Deal Registration Exceptions) below.

6.2 Deal Registration Exceptions. Notwithstanding Section 5 (Deal Registration Benefits) above, ConverseNow Technologies may, at its discretion, deny, remove, rescind, suspend, or terminate any Deal Registration and/or registration access in any of the following scenarios: a)  The Partner is not actively working the deal or has been inattentive to the end-user's needs (for example, by failing to respond to the end-user's or ConverseNow Technologies' communications). b)  The Partner does not lead with or quote new ConverseNow products or services identified in its registration form. c)  The Partner quotes a competitor's product or service for the registered opportunity. d)  ConverseNow Technologies is under a legal or contractual obligation to quote or bid on the deal, or if failure to quote or bid on the deal could subject ConverseNow Technologies to legal liability (as determined by ConverseNow Technologies). e)  A Public Tender is issued only to a manufacturer (such as ConverseNow Technologies), calls for submissions only from manufacturers (such as ConverseNow Technologies), and/or excludes the partner community from submitting a bid. f)  The Partner is not able to fulfill the deal or provide support for the end-user (for example, by failing to have sufficient credit available for the deal, if the end-user refuses to work with the Partner, or, with respect to government deals, if the Partner doesn't possess the required security clearances). g)  The end-user chooses to fulfill its bid requirements under a contract vehicle which is not held by the Partner, or in a manner that prevents the Partner from being able to fulfill such requirements. h)  The Partner's account has been placed on hold by ConverseNow Technologies or the Partner has been late in paying invoices. i) It is determined that a deal is already registered to another Partner, unless multiple Deal Registration is permitted as described in Section 2(d) above. j) The Partner (a) is in breach of the ConverseNow Technologies Partner Program Agreement, (b) has engaged in any activity that impairs the integrity of the ConverseNow Technologies Partner Program as determined by ConverseNow Technologies, (c) has submitted information that is inaccurate, incomplete, misleading, or fraudulent, or (d) has engaged in conduct that causes damages, embarrassment, or adverse publicity to ConverseNow Technologies. k) For any other reason as ConverseNow Technologies shall determine in its sole discretion.

6.3  Section 5 (Deal Registration Benefits) above does not preclude the direct sales efforts of ConverseNow Technologies in the circulation of marketing and other promotional materials as a part of marketing campaigns the end- user has signed up for or has not opted out of.

6.4  With regard to Deal Registrations by Distributors, this Section 6 is to be interpreted as follows: "Partner" may refer either to the Distributor or the reseller identified in the Deal Registration and "end-user" may refer either to the end-user or reseller identified in the registration. By way of illustration, under Section 6.1(a), ConverseNow Technologies may bid or provide a quote on a registered deal if the end-user or reseller seeks to purchase from ConverseNow Technologies directly and requests ConverseNow Technologies to bid or provide a quote directly.

6.5  Section 6.1 (Exceptions for ConverseNow Technologies quotes and bids) is not applicable in regions where ConverseNow Technologies has no direct presence.

6.6  If a Partner (a) utilizes deal specific pricing to order units for resale to end-users who were not part of the Deal Registration or not eligible for the deal-specific pricing and/or (b) Partner persistently quotes a competitor's product or service for the registered opportunity, ConverseNow Technologies reserves the right to (as soon as this becomes apparent to ConverseNow Technologies) charge the Partner the standard list price applicable at the time of the Partner's purchase order and the Partner shall pay the difference between the original invoiced price and the standard list price. ConverseNow Technologies also reserves the right to demote the Partner from its current tier/status within the ConverseNow Technologies Partner Program.

7. Remedy

Partner's and Distributor's remedy, respectively, shall be limited to the amount set forth in the ConverseNow Technologies Partner Program Agreement or $500, whichever is greater. ConverseNow Technologies requires Partner and Distributor to operate with integrity and honesty and in compliance with these Registration Guidelines, applicable laws, ConverseNow Technologies Partner Program Agreement, and the ConverseNow Technologies Partner Code of Conduct. If Partner or Distributor failed to meet the foregoing requirement or if Partner's membership in the ConverseNow Technologies Partner Program has been suspended or terminated, then the Partner and Distributor shall not be entitled to any remedy and ConverseNow Technologies may in its sole discretion remove the Partner from this Deal Registration Program. In the case of a Deal Registration by a Distributor, the associated reseller is not entitled to remedy if the reseller is not a member of the ConverseNow Technologies Partner Program.

8. Disputes

Partners or Distributor must submit any disputes, whether with ConverseNow Technologies or another Partner or Distributor, arising from or related to the Deal Registration Program, in writing via (a) in person, (b) by prepaid, first class, certified mail, return receipt requested, or (c) by guaranteed overnight courier, and addressed to: ConverseNow Technologies, Inc., Attention: Director, 701 Brazos St., Austin, Texas 78701. This should include written description of all issues, prior to commencing any formal dispute-resolution procedure. Any applicable dispute-resolution provisions under the applicable ConverseNow Technologies Partner Program Agreement shall apply.

9. Miscellaneous

At any time, ConverseNow Technologies may audit any Partner's or Distributor's deals and Deal Registrations for compliance including, but not limited to, verification of any reports, documents, purchase orders, invoices, or supporting information submitted in connection with Partner's or Distributor's registrations. ConverseNow Technologies may, without prior notice, immediately suspend or terminate a Partner's or Distributor's participation in the ConverseNow Technologies Partner Program or Deal Registration Program if any of the events in Section 6.2(J) occurs. ConverseNow Technologies' records and systems shall be authoritative and conclusive for purposes of approving Deal Registrations and for administering the Deal Registration Program. ConverseNow Technologies reserves the right to interpret these Registration Guidelines and approval or rejection of a deal registration submission at its sole discretion. ConverseNow Technologies' decision will be non-negotiable and final. ConverseNow Technologies does not guarantee the success or closure of any Deal Registration approved under the Deal Registration Program. The benefits of the Deal Registration Program cannot be combined with any other benefits, promotions, or offers. ConverseNow Technologies reserves the right to modify, supersede, or eliminate all or any of these Registration Guidelines or to terminate the ConverseNow Registration Program, in whole or in part, without notice.


This REGIONAL SPECIFIC ADDENDUM applies to you if you are a Partner or Distributor located in the region defined below. If there is a conflict, the REGIONAL SPECIFIC ADDENDUM will be read together with the other terms and conditions in the Registration Guidelines but will take precedence over direct conflict with those other terms and conditions.

Region

North America, which includes United States (50 states and Washington D.C.)

Deal Registration Mininum Deal Size (amounts listed are in United States dollars unless otherwise specified)

U.S. deals: N.A.

Registration Term

60 days Possible extension may be granted, subject to sales activity and ConverseNow Technologies' approval

Other regional specific terms and conditions

For Partners in the Region: ConverseNow Technologies respects and recognizes the investment of Partners by granting Partner of Record status as a core benefit via Preferred Partner Program. Please consult these program terms and criteria requirements for further information. A Partner holding "Partner of Record" status is expected to register eligible opportunities in accordance with these Deal Registration Terms & Guidelines.