SaaS RESELLER & CHANNEL AGREEMENT

Between the Parties

Recitals

A. Jeturing develops and commercializes technology solutions under JETURING / SAJET / SEGRD / paysajet / boletly.

B. Partner wishes to act as Authorized Reseller of Jeturing’s SaaS portfolio under the channel rules, confidentiality, IP and compliance obligations established in this Agreement.

C. The Parties establish a SaaS Channel Distribution relationship (Vendor–Reseller): Jeturing acts as Vendor and software owner; Partner acts as Authorized Reseller without any ownership rights over the software.

D. Sajet ERP, sajet.us, SEGRD and all their components are exclusively owned by Jeturing; the Reseller operates without acquiring any ownership rights.

1. Definitions

1.1 “Catalog”: current listing of Jeturing’s products, services, plans, commercial conditions, scope, exclusions, and operational guidelines for the partner program.

1.2 “Lead”: prospect or commercial opportunity identified by the Partner and registered in the Partner Portal.

1.3 “End Customer”: any entity or person that engages Jeturing’s services/platforms through an Order Form or equivalent instrument.

1.4 “Order Form”: document or digital flow defining plan, price, billing terms, SLA, and applicable conditions.

1.5 “Partner Portal”: platform at sajet.us for lead registration, tracking, reconciliation reports, and Platform Service Invoice generation — official operational source under this Agreement.

1.6 “Jeturing Policies”: (i) Terms of Service; (ii) Billing Policy; (iii) Privacy Policy; updates published at jeturing.com / sajet.us / segrd.com.

1.7 “Net Revenue”: amount actually collected, LESS: (i) indirect taxes effectively remitted; (ii) payment processing fees and chargeback costs; (iii) refunds and credit notes; (iv) approved pass-through amounts. Commissions are calculated on Net Revenue — NOT on gross price.

2. Purpose and Vendor–Reseller Hierarchy

2.1 Jeturing is the proprietary Vendor; Partner is a non-exclusive Authorized Reseller. The Reseller shall not hold ownership rights, exclusivity, operational control, or voting power over the software.

2.2 Portfolio includes: Jeturing Core, Sajet ERP (sajet.us), SEGRD (segrd.com), and any other product officially added to Jeturing’s portfolio. Non-exclusivity: Jeturing may appoint other partners and sell directly.

3. Jeturing Policies

3.1 The Jeturing Policies are incorporated by reference as a complementary operational and legal framework. Priority: for cloud service and billing matters, the Policies and Order Form prevail; for Partner–Jeturing relationship matters, this Agreement and its Exhibits prevail.

4. Confidentiality

4.1 “Confidential Information” includes all technical, commercial, operational, or strategic information disclosed by one Party to the other, including: pricing, proposals, commercial plans, clients/prospects, architecture, credentials, source code, documentation, processes, and know-how.

4.2 Obligations: the receiving Party shall (i) use Confidential Information only to perform this Agreement; (ii) not disclose it without written authorization; (iii) protect it with reasonable diligence. Term: ten (10) years after termination; for source code and trade secrets: indefinitely.

5. Intellectual Property

5.1 All Jeturing software, trademarks, documentation, templates, methodologies, and know-how are and shall remain the exclusive property of Jeturing.

5.2 IP Ring-Fence: Sajet ERP, sajet.us, SEGRD, and all their components are the exclusive and absolute property of Jeturing Inc. The Reseller irrevocably acknowledges: (i) no ownership rights; (ii) access is strictly operational and revocable; (iii) it will not decompile, reverse engineer, clone, or fork the platform; (iv) any violation entitles Jeturing to immediately terminate and pursue civil and criminal remedies.

6. Partner Role; No Agency

6.1 Partner is not an employee, agent, or legal representative of Jeturing and may not bind Jeturing contractually or promise SLAs, warranties, pricing, or conditions outside the Catalog.

7. Leads; Accuracy; Traceability

7.1 All Leads must be registered in the Partner Portal. Traceability is a condition for commission validation. Fraud is grounds for immediate termination and forfeiture of commissions.

7.2 Lead Expiry: a Lead without documented commercial activity within sixty (60) calendar days loses exclusivity protection. Partner may request a single thirty (30)-day extension through the Portal before expiry.

8. Commissions — Distribution Model

8.1 Participation is calculated on Net Revenue attributable to each validated End Customer per this Agreement and Exhibit A. The exact split may vary per client as expressly agreed in writing.

8.2 Scenario A (preferred): End Customer pays directly to Jeturing via Sajetpay. Jeturing remits Partner’s percentage on Net Revenue for the period.

8.3 Scenario B (exceptional): Applies only when the End Customer requires local invoicing and Jeturing expressly authorizes it. Partner issues fiscal receipts, pays all local indirect taxes and operating costs, and remits Jeturing’s percentage of Net Revenue. Funds collected on behalf of Jeturing do not form part of Partner’s assets.

8.4 No withholdings on Jeturing unless expressly required by applicable law. Settlement: within the first fifteen (15) days of the month following collection. Non-payment activates the Kill-Switch (Section 9.4).

9. Billing, Collections, Delinquency, and Suspension

9.1 Jeturing manages billing and collection from End Customers, typically via Sajetpay, per Order Form and BILLING POLICY. Partner may not block or modify suspensions.

9.2 Delinquency protocol (Scenario B):

• Days 1–15: standard remittance period; Days 16–30: automatic alert
• Days 31–45: suspension of new Portal features and blocking of new Leads
• Day 46+: full suspension and possible termination. Suspensions do NOT affect access of already-active End Customers.

9.3 Kill-Switch: If auto-charge is rejected or fails, Partner has forty-eight (48) hours to cure. Upon expiry: (i) Jeturing may technologically suspend platform access for all of Partner’s End Customers; (ii) Jeturing may contact those End Customers directly to offer continued service via direct billing; (iii) upon direct transition, Partner permanently forfeits commissions on those customers.

10–14. Branding, Non-Circumvention, Non-Competition, Compliance, and Liability

10. Branding. Limited, revocable, non-exclusive brand license. Public campaigns require prior written approval from Jeturing.

11. Non-Circumvention. During the term and for twelve (12) months after, Partner may not contract directly with Leads/End Customers generated under this Agreement, nor solicit Jeturing’s key personnel.

12. Non-Competition. During the term, Partner shall refrain from representing substantially equivalent products competing with Jeturing in cloud multi-tenant ERP with respect to Leads/End Customers in the Partner Portal.

13. Compliance. Partner shall comply with applicable personal data, anti-corruption, and U.S. export/sanctions laws.

14. Indemnification. Partner shall defend and hold Jeturing harmless from claims arising from: (i) misuse of branding; (ii) unauthorized promises; (iii) law violations; (iv) lead fraud; or (v) failure to remit.

15–22. General Provisions

15. Audit. Jeturing may review Partner’s lead traceability and commission calculation records upon reasonable notice.

16. Term and Termination. Indefinite term from Effective Date. Termination without cause: thirty (30) days’ written notice. Immediate termination for cause: material breaches of confidentiality, IP, fraud, circumvention, or sustained delinquency.

17. Post-Termination Commissions. If terminated for reasons other than Partner’s material breach, Partner may receive commissions on active End Customers for up to three (3) months from termination.

18. Amendments. Only by written agreement signed by both Parties. Jeturing may update the Catalog/Policies with thirty (30) days’ prior notice.

19. Notices. Jeturing: legal@jeturing.com | 651 N Broad St, Suite 201, Middletown, DE 19709, USA.

20. Governing Law and Arbitration. Laws of the State of Delaware, U.S.A. Disputes resolved by final and binding arbitration administered by JAMS, seated in New Castle County, Delaware. Waiver of class actions and jury trial.

21. Entire Agreement; Electronic Signature. This Agreement and its Exhibits constitute the entire agreement. Electronic/digital signatures are accepted (E-SIGN Act, 15 U.S.C. §7001).

22. Transition to SaaS Reseller Agreement 2026. All Sajet ERP distributors must formalize under this instrument. Deadline for existing distributors: August 15, 2026. Commissions accrued under prior agreements will be honored provided the Reseller signs before the deadline and no disputes are pending.

— End of Document —
Jeturing Inc. | legal@jeturing.com | +1 (401) 648-2327 | sajet.us