Partner Agreement
Jeturing Inc.
Effective Date: January 1, 2026
Last Updated: June 2026
PARTIES
This Partner Agreement ("Agreement") is entered into between:
Jeturing Inc., a Delaware corporation
651 N Broad St, Suite 201, Middletown, Delaware 19709, USA
("Jeturing")
AND
The entity or individual identified in the Partner Onboarding Form
("Partner")
Collectively referred to as the "Parties."
1. SCOPE AND APPOINTMENT
1.1 Jeturing appoints Partner as a non-exclusive authorized reseller and/or
managed service provider (MSP) for Jeturing products and services,
including Sajet ERP and SEGRD cybersecurity solutions, in the territory
specified in the applicable Order Form.
1.2 This appointment is non-exclusive. Jeturing retains the right to appoint
other partners or sell directly in Partner's territory.
1.3 Partner has no authority to bind Jeturing to any contract, obligation, or
representation not expressly authorized in writing by Jeturing.
2. PARTNER OBLIGATIONS
2.1 Partner shall:
(a) Represent Jeturing products accurately and in accordance with official
documentation and authorized marketing materials only
(b) Comply with all applicable laws and regulations in its territory,
including data protection, consumer protection, and anti-bribery laws
(c) Maintain adequate technical knowledge of Jeturing products to support
end customers appropriately
(d) Obtain all required licenses, permits, and registrations to operate
as a reseller or MSP in its jurisdiction
(e) Promptly notify Jeturing of any customer complaints, legal threats,
regulatory inquiries, or incidents involving Jeturing products
2.2 Partner shall NOT:
(a) Make warranties or representations about Jeturing products beyond what
is expressly authorized in writing
(b) Modify, rebrand, or white-label Jeturing products without prior written
consent from Jeturing
(c) Engage in practices that could damage Jeturing's reputation or brand
(d) Use Jeturing's intellectual property, trademarks, or confidential
information outside the scope of this Agreement
3. COMMISSIONS AND PAYMENT
3.1 Partner shall receive commissions per the revenue share model:
50% to Jeturing / 50% to Partner, subject to the margin limits in the
applicable Order Form (maximum 30% margin over Jeturing base price).
3.2 Commissions are paid within the first 15 days of the month following
the month in which payment is confirmed received from the end customer.
3.3 POST-TERMINATION COMMISSIONS: If Jeturing terminates this Agreement
without cause, Partner shall continue to receive commissions for
36 months on existing customer accounts generated during the term.
3.4 Commissions are forfeited if Partner is terminated for cause (material
breach, fraud, or violation of applicable law).
3.5 For Dominican Republic transactions where Partner invoices locally with
NCF, Partner manages ITBIS (18%) and remits Jeturing's 50% monthly.
4. PARTNER INDEMNIFICATION OF JETURING
4.1 Partner shall indemnify, defend, and hold harmless Jeturing Inc. and its
officers, directors, employees, and agents from and against any and all
claims, damages, losses, fines, penalties, and expenses (including
reasonable attorneys' fees) arising from or related to:
(a) Any unauthorized representation, warranty, or promise made by Partner
to end customers about Jeturing products or services
(b) Partner's violation of applicable law in its territory, including
data protection law, consumer protection law, or tax regulations
(c) Partner's own negligence, fraud, or willful misconduct
(d) Any modification of Jeturing products or services made by Partner
without written authorization
(e) Infringement of third-party intellectual property rights by Partner's
own materials, branding, or activities
(f) Any employment, contractor, or labor claims brought by Partner's
own personnel against Jeturing
(g) Breach of confidentiality obligations under Section 7 of this Agreement
4.2 Jeturing reserves the right to assume exclusive control of the defense of
any indemnifiable claim, at Partner's expense. Partner shall cooperate
fully with Jeturing in any such defense.
5. LIMITATION OF JETURING'S LIABILITY TO PARTNER
5.1 CAP ON DAMAGES:
Jeturing's total aggregate liability to Partner under this Agreement
shall not exceed the total commissions paid by Jeturing to Partner in
the twelve (12) months immediately preceding the event giving rise
to the claim.
5.2 EXCLUSION OF CONSEQUENTIAL DAMAGES:
In no event shall Jeturing be liable to Partner for any indirect,
incidental, consequential, special, punitive, or exemplary damages,
including loss of anticipated commissions, loss of profits, loss of
business opportunity, or reputational harm, regardless of the theory
of liability and even if Jeturing has been advised of the possibility
of such damages.
5.3 NO LIABILITY FOR END CUSTOMER DISPUTES:
Jeturing is not liable for any dispute, claim, or legal action brought
by an end customer against Partner arising from Partner's own sales
practices, representations, or customer management. Partner assumes
full responsibility for its relationship with end customers.
5.4 EXCEPTIONS:
The above limitations do not apply to: (i) gross negligence or willful
misconduct by Jeturing; (ii) fraud by Jeturing; (iii) death or personal
injury caused by Jeturing.
6. DISPUTE RESOLUTION — MANDATORY BINDING ARBITRATION
6.1 AGREEMENT TO ARBITRATE:
ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN JETURING AND PARTNER ARISING
OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ITS FORMATION, VALIDITY,
PERFORMANCE, OR TERMINATION, SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL
AND BINDING INDIVIDUAL ARBITRATION — NOT IN COURT.
6.2 ARBITRATION RULES:
Arbitration shall be administered by JAMS under its Commercial Arbitration
Rules, seated in New Castle County, Delaware, USA. The arbitrator's award
shall be final and enforceable in any court of competent jurisdiction.
6.3 CLASS AND COLLECTIVE ACTION WAIVER:
PARTNER EXPRESSLY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS
ACTION, COLLECTIVE ACTION, CONSOLIDATED PROCEEDING, OR ANY REPRESENTATIVE
CLAIM AGAINST JETURING. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS.
If this waiver is found unenforceable, the arbitration provision shall be
null and void, and disputes shall be resolved per Section 6.5.
6.4 EXCEPTIONS TO ARBITRATION:
Either party may seek emergency injunctive relief or IP-related relief
in any court of competent jurisdiction to prevent irreparable harm.
6.5 GOVERNING LAW AND JURISDICTION:
This Agreement is governed by the laws of the State of Delaware, USA.
For disputes not subject to arbitration, the parties consent to exclusive
jurisdiction of state and federal courts in New Castle County, Delaware.
7. CONFIDENTIALITY
7.1 Each Party agrees to keep confidential all non-public information received
from the other Party, including pricing, technical documentation, customer
data, business strategy, and proprietary tools ("Confidential Information").
7.2 Confidential Information may not be disclosed to third parties without prior
written consent, except as required by law or court order.
7.3 Confidentiality obligations survive termination of this Agreement for
a period of three (3) years.
8. DATA PROTECTION
8.1 Each Party shall comply with all applicable data protection laws in its
respective territory when processing personal data in connection with
this Agreement.
8.2 Partner shall not process end-customer personal data collected through
Jeturing platforms for any purpose beyond what is necessary to deliver
the contracted services.
8.3 Partner shall execute Jeturing's standard Data Processing Agreement (DPA)
prior to accessing any personal data through Jeturing systems.
8.4 Partner shall immediately notify Jeturing of any data breach or security
incident affecting Jeturing's platforms or end-customer data.
8.5 Partner is solely responsible for its own data protection compliance
obligations in its jurisdiction. Jeturing assumes no liability for
Partner's failure to comply with local data protection laws.
9. NON-COMPETE AND NON-SOLICITATION
9.1 NON-COMPETE: During the term and for twelve (12) months after termination,
Partner shall not, directly or indirectly, develop, market, or sell a
product or service that is substantially similar to or competitive with
Jeturing's then-current products, in any territory where Jeturing operates.
9.2 NON-SOLICITATION OF CUSTOMERS: During the term and for twelve (12) months
after termination, Partner shall not solicit or contract with any end
customer introduced to Partner through Jeturing for services competing
with Jeturing products.
9.3 NON-SOLICITATION OF PERSONNEL: During the term and for twelve (12) months
after termination, neither party shall solicit or hire the other party's
employees or contractors without prior written consent.
10. TERM AND TERMINATION
10.1 This Agreement is effective upon execution and continues for one (1) year,
automatically renewing for successive one-year terms unless terminated.
10.2 Either Party may terminate for material breach with 30 days' written notice
if the breach is not cured within that period.
10.3 Jeturing may terminate immediately upon: (a) Partner's fraud or willful
misconduct; (b) violation of applicable law; (c) actions that materially
harm Jeturing's reputation or expose Jeturing to legal liability.
10.4 Upon termination: (a) Partner ceases all use of Jeturing IP and materials;
(b) Partner returns or destroys all Confidential Information; (c) post-
termination commission obligations per Section 3.3 apply where applicable.
11. INDEPENDENT CONTRACTOR
Partner is an independent contractor. Nothing in this Agreement creates an
employment, agency, joint venture, or partnership relationship between the
Parties. Partner has no authority to incur obligations on behalf of Jeturing.
Partner is solely responsible for its own taxes, insurance, and employment
obligations with respect to its personnel.
12. MISCELLANEOUS
12.1 Entire Agreement: This Agreement and any applicable Order Form and DPA
constitute the entire agreement between the Parties regarding the subject
matter hereof, superseding all prior negotiations and understandings.
12.2 Amendment: This Agreement may only be amended by a written instrument
signed by authorized representatives of both Parties.
12.3 Severability: If any provision is unenforceable, the remaining provisions
remain in full effect.
12.4 Waiver: Failure to enforce any provision is not a continuing waiver.
12.5 No Third-Party Beneficiaries: This Agreement is solely for the benefit
of Jeturing and Partner. End customers are not third-party beneficiaries.
12.6 Notices: All legal notices to Jeturing must be sent to legal@jeturing.com
and to the address on file for Partner.