White-Label Reseller Agreement

Effective date: 28 July 2026 · Last updated: 31 July 2026

1. Parties, acceptance and other terms

This White-Label Reseller Agreement (“Agreement”) is a binding agreement between TECHERO LLC, a Delaware limited liability company with its registered address at 1111B S Governors Ave #21885, Dover, DE 19904, USA, operating the Jently platform (“Jently”, “we”), and the business entity that enrolls in the reseller program (“Reseller”, “you”). You accept this Agreement by ticking the acceptance box when activating your reseller account, by clicking to accept at checkout, or by using the Reseller Panel — whichever happens first. The person accepting represents that they are authorized to bind the Reseller.

The Jently Terms of Service and Privacy Policy apply to your own use of the platform and are incorporated by reference; this Agreement controls where they conflict for the reseller program. This Agreement is the “separate written agreement” required by Section 6 of the Terms of Service for reselling and white-labeling.

2. Definitions

Reseller Panel — the management console we provide to you for provisioning and managing End Customer accounts, allocations, branding and domains.
End Customer — a business to which you provide access to the platform under your own brand and your own contract.
White-Label Service — the platform as offered by you to End Customers under your brand, on domains you control.
Wholesale Plan — the reseller subscription tier you purchase from us, including its pooled minutes, concurrency channels, agent, phone-number and End Customer limits.
Minute Pool — the monthly call-minute allowance included in your Wholesale Plan, drawn down by all of your End Customers' usage combined.
Channel Pool — the maximum simultaneous calls of your Wholesale Plan; per-End-Customer concurrency allocations you configure must fit within it.
End User — a person who interacts with an End Customer's AI agent (e.g. a caller).

3. Appointment and license

We appoint you, and you accept the appointment, as a non-exclusive reseller of the platform, worldwide unless otherwise agreed in writing. We may sell directly and appoint other resellers.
We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to End Customers as contemplated here), revocable license during the term to market, demonstrate, white-label and resell access to the platform through the Reseller Panel.
You may not appoint sub-resellers, franchisees or other intermediaries without our prior written consent.
All rights not expressly granted are reserved. You acquire no ownership of the platform, its software, models, designs or documentation.

4. White-label branding and trademarks

You may present the White-Label Service under your own name, logo, colors and domains. You grant us a license to host and display your branding assets solely to render the White-Label Service.
You warrant that your branding, product names and marketing do not infringe third-party rights and comply with applicable law; you are solely responsible for your marketing claims.
You will not represent yourself as TECHERO LLC or Jently, imply an agency or partnership beyond “authorized reseller”, or register domains, trademarks or app-store listings containing our marks.
We will not display Jently branding on your white-label domains and will not market directly to your End Customers, except as required to operate the service or by law (see also Section 9 on category-level provider disclosure).

5. Wholesale plans, pooled usage and payment

Wholesale Plans, their limits and prices are shown in the Reseller Panel and/or at checkout. Subscriptions are billed in advance (monthly or annually) via our payment processor (Stripe) and renew automatically unless cancelled before renewal, as per the Terms of Service. We may revise Wholesale Plan prices and minute-pack rates under the notice mechanics of the Terms of Service: announced at least 30 days in advance and effective at your next renewal; if you do not accept a revision, you may cancel before it takes effect.
The Minute Pool is shared across your End Customers and resets monthly; unused pool minutes do not carry over. When the pool is exhausted, additional usage draws on prepaid minute packs purchased at your Wholesale Plan's pack rates. Pack balances are non-refundable and non-transferable except where mandatory law provides otherwise. We never bill usage-based overage without a prepaid balance.
Per-End-Customer allocations (minutes, concurrency, agents, numbers) are configured by you in the Reseller Panel and must fit within your Wholesale Plan limits; the platform enforces both layers.
You set your own retail prices and invoice your End Customers yourself, in your name. We are not a party to your retail sales, do not collect retail payments for you, and owe you no revenue share. You bear all taxes on your retail sales; wholesale fees are exclusive of taxes per the Terms of Service.
Your payment obligations to us are independent of your End Customers' payments to you: amounts due may not be withheld, reduced or set off because an End Customer has not paid. All payments are made free and clear of any withholding or deduction; if a withholding is required by law, you will gross up the payment so that we receive the amount we would have received absent the withholding.
If your wholesale payment fails, the dunning and suspension mechanics of the Terms of Service apply to your entire reseller account — including your End Customers' service. Keeping your subscription current is therefore an obligation you owe your End Customers as much as us (see Section 17 for wind-down).
We may charge a one-time white-label setup / onboarding fee, in the amount shown at checkout or on the invoice or payment link issued to you. Unless expressly stated otherwise there, the setup fee does not include any Wholesale Plan, minutes or other usage allowance, and is non-refundable once onboarding work has begun, except where mandatory law provides otherwise. Where the setup fee is collected in instalments, the instalments are a payment plan for a single fee: the unpaid balance remains due notwithstanding cancellation or termination, except where we terminate without cause.

6. End Customers — your customers, your contract

End Customers contract with you, not with us. There is no contractual relationship (privity) between TECHERO LLC and your End Customers, and this Agreement creates no third-party beneficiary rights, except as stated in Section 7.
You must maintain and enforce your own Terms of Service and Privacy Policy with each End Customer before granting access, providing protections and restrictions at least as protective of us and the platform as the Jently Terms of Service and Privacy Policy, including the flow-down terms in Section 7.
You are fully responsible and liable to us for all acts and omissions of your End Customers and their End Users as if they were your own, and you are solely responsible toward your End Customers for the White-Label Service you sell them, including onboarding, billing, disputes, refunds and support.
You will handle privacy requests (access, deletion, objection) from your End Customers and their End Users; we provide the export and deletion tooling and will assist as described in Section 9.

7. Required flow-down terms

Your End Customer terms must, at a minimum:

impose the acceptable-use rules of Section 6 of the Jently Terms of Service (unlawful calls, robocalls without consent, recording without required consent/announcements, AI-identity deception, spoofing, gambling/adult services, special-category data without a lawful basis, malware/security abuse, circumvention of limits);
state that the service does not support emergency calls (e.g. 112, 911) and require alternative means of reaching emergency services;
disclaim guarantees for AI output and require human verification for decisions with legal, medical, financial or safety consequences;
reserve all platform intellectual-property rights (without needing to name us) and prohibit reverse engineering, scraping and competitive benchmarking;
make the End Customer the data controller of its End User data and bind it to the compliance duties in Section 8, including keeping legally required announcements enabled;
require compliance with applicable export-control and economic-sanctions laws, and prohibit use from embargoed countries or regions or by restricted parties;
limit your liability to your End Customers to no more than the remedies you have against us under this Agreement, and exclude indirect damages;
permit suspension or termination of the End Customer for violations, and describe data export and deletion on exit consistent with Section 17;
recognize TECHERO LLC (and its infrastructure providers) as an intended third-party beneficiary of the acceptable-use, suspension/audit and data-security provisions of your End Customer terms, and reserve TECHERO's right to enforce those provisions directly against the End Customer in the event of a violation, including by suspending the affected service.

8. Telephony and AI compliance

Calling laws. You will ensure — and will contractually require your End Customers to ensure — compliance with all laws applicable to their calling campaigns, including in the U.S. the TCPA and Telemarketing Sales Rule (noting the FCC's 2024 ruling that AI-generated and cloned voices are “artificial or prerecorded voice” under the TCPA), Do-Not-Call and consent-revocation rules; in Türkiye, Law No. 6563 and the Commercial Electronic Message Regulation including İYS registration; and national equivalents elsewhere. Required consents must exist before a call is placed, and consent records must be retained for at least five (5) years or the longer period required by law.
Recording consent. Call recording and transcription must be announced and consented to as required by the strictest applicable rule (including U.S. all-party-consent states). The platform ships call-start announcements for this purpose; where recording or law requires an announcement, you and your End Customers must keep it enabled. Disabling a legally required announcement shifts all resulting liability to the party that disabled it.
AI disclosure. Where applicable law requires disclosing that a caller or callee is interacting with an automated or artificial voice (including EU AI Act Article 50 from 2 August 2026, and U.S. state bot-disclosure laws), the disclosure must be made audibly in the call, and agents must not be configured to deny being AI.
Voice cloning. Custom or cloned voices may only be used with the documented, revocable consent of the voice's owner; cloning the voice of public figures, or any use that impersonates a real person without consent, is prohibited. You will keep the consent artifacts and produce them on request.
No voiceprinting. The platform is not provided for biometric speaker identification or verification, and you will not use it — or permit its use — to create voiceprints or otherwise process biometric identifiers unless we separately agree in writing to a feature designed for that purpose.
Numbers and carriers. Phone numbers, SIP trunks and carrier registrations (including brand/campaign registrations where applicable) must be lawfully held and accurately registered. As between the parties, the right to use and port numbers ported in or contributed by an End Customer belongs to that End Customer.
No carrier status. TECHERO LLC is not a telecommunications operator or carrier; PSTN connectivity is provided through licensed third-party carriers. Telephone numbers are not "owned" by any party: they carry a right of use and porting subject to the applicable numbering regulations and the relevant carrier's terms. You are responsible for passing those carrier terms through to your End Customers.

9. Data protection roles

Role mapping. For End User personal data processed through the White-Label Service (calls, recordings, transcripts, appointments, knowledge-base content): the End Customer is the data controller; you act as a processor (or, where you genuinely determine no purposes, as a mere intermediary with no independent rights over the data); and we act as your sub-processor, processing only on documented instructions. We are an independent controller only for our own billing, security, fraud-prevention and legal-compliance processing.
No independent use. You will not access, use or mine End Customer call data (audio, transcripts, analyses) for your own purposes — including your own analytics, marketing or model training — beyond operating and supporting the White-Label Service.
Sub-processors and transparency. We use infrastructure and AI service providers (telephony, speech recognition, language models, speech synthesis, hosting) as further sub-processors, disclosed by category in the Privacy Policy, with a named list available on request under confidentiality. Your End Customer privacy terms must disclose the use of third-party infrastructure and AI providers at least by category — pure secrecy about the processing chain is not lawful once EU/Turkish End Users are involved, and white-labeling does not change that.
Assistance. We will provide the tooling (export, deletion, retention configuration) and reasonable assistance for you and your End Customers to honor data-subject requests, aydınlatma (KVKK art. 10) and GDPR transparency duties, and breach-notification obligations. We will notify you without undue delay of personal-data breaches affecting your End Customers' data.
International transfers. Data may be processed in the countries where we and our sub-processors operate, subject to the transfer safeguards described in the Privacy Policy. Where Turkish law applies, the KVKK cross-border transfer instruments (including standard contractual clauses) are used as required.
The Data Processing Addendum incorporating these roles forms part of this Agreement; a countersigned copy is available on request.

10. Support

You provide first-line support to your End Customers under your brand. You will not direct End Customers to contact us, and we may redirect End Customer inquiries back to you.
We provide second-line support to you (not your End Customers) via support@mail.jently.io and the Reseller Panel.
Unless a separate SLA is agreed in writing, availability is as described in the Terms of Service; you will not promise your End Customers stronger availability or support commitments than you receive from us.

11. Restrictions

No reverse engineering, decompiling or copying of the platform; no scraping; no benchmarking for publication or for a competitor without consent.
No use of the platform or the program's confidential information to build, or assist a third party in building, a competing product during the term.
No lifetime deals or perpetual-access offers to End Customers without our written consent — End Customer commitments must not exceed what your Wholesale Plan can sustain.
No enrollment of End Customers whose use you know or should know violates Section 8 or the export-control and sanctions laws referenced in the Terms of Service, and no use of the program to launder traffic for third parties who are not your End Customers.

12. Records and audit

You will keep accurate records of your End Customers, their allocations, your flow-down terms, and the consent records required by Section 8, for the term plus three (3) years. On at least 10 business days' notice, no more than once per year (plus for-cause audits on credible evidence of a violation), we may audit those records to the extent necessary to verify compliance with this Agreement. Underpayments identified are payable with the next invoice; if a material breach is found, the reasonable audit cost shifts to you.

13. Confidentiality and publicity

The confidentiality clause of the Terms of Service applies. Wholesale pricing, the Reseller Panel, program documentation and our product roadmap are our confidential information; your End Customer list and retail pricing are yours.
We will not publicly name you as a reseller, or your End Customers, without your prior written consent.
You will not publicly disclose that the White-Label Service is operated on Jently/TECHERO infrastructure, except for the category-level (or on-request) disclosures that privacy law requires under Section 9, or as otherwise required by law.

14. Warranties and disclaimers

Each party warrants that it is duly organized and has the authority to enter into this Agreement. The platform is provided “as is” and “as available” with the disclaimers of the Terms of Service. We make no representation or guarantee of revenue, profitability or End Customer demand for your reseller business, and you enroll at your own business risk.

15. Indemnification

By you. You will defend and indemnify TECHERO LLC and its officers, employees and agents against third-party claims (including regulatory fines — to the extent their indemnification is permissible under applicable law — and End User or End Customer claims) arising from: your End Customers' and their End Users' use of the White-Label Service; your or their calling campaigns and communications (including TCPA and equivalent claims); your branding and marketing; your breach of this Agreement, including Sections 7–9; and your retail relationships — except to the extent caused by our breach of this Agreement.
By us. We will defend and indemnify you against third-party claims that the unmodified platform, as provided by us and used as permitted, infringes their intellectual-property rights; excluding claims arising from your branding, your or your End Customers' content or configurations, or combinations with services we did not provide. As your exclusive remedy we may also, at our option, procure the right to continue use, modify the platform to be non-infringing, or terminate the affected part with a pro-rata refund of prepaid fees.
The indemnified party must give prompt notice, control of the defense to the indemnifying party, and reasonable cooperation.

16. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill or data.
Each party's total aggregate liability under or in connection with this Agreement is limited to the wholesale fees paid by you in the 12 months preceding the event giving rise to liability.
These limitations do not apply to: a party's fraud, willful misconduct or gross negligence; your payment obligations; your indemnity obligations under Section 15; either party's breach of Section 13 (Confidentiality); or liability that cannot be limited under applicable law.

17. Term, termination and End Customer wind-down

This Agreement runs while you hold an active reseller subscription. Either party may terminate for material breach not cured within 15 days of written notice; we may suspend immediately for unlawful use, security risk, credible Section 8 violations, or overdue payment.
Either party may also terminate for convenience on 60 days' written notice. If we terminate for convenience, we refund prepaid wholesale fees pro-rata for the unused period and the wind-down below applies. Either party may terminate immediately if the other becomes insolvent, enters bankruptcy or liquidation proceedings, or makes an assignment for the benefit of creditors.
Wind-down for End Customers. On expiry or termination (other than our immediate termination for unlawful use), paying End Customers' service continues for a wind-down period of 30 days so you can migrate them. During wind-down you may not add new End Customers. The wind-down period is conditional on (i) your account having no overdue balance and (ii) payment of the wholesale fees attributable to the wind-down period; where this Agreement is terminated for payment default, we may condition the start or continuation of the wind-down on payment of those amounts.
Data export. You and your End Customers may export data for 30 days after the end of service, after which we delete it per the retention terms of the Privacy Policy.
Direct transfer safety valve. If your account is terminated, or an End Customer credibly reports that you are unresponsive for 30 days or more, we may — at the End Customer's request — transfer that End Customer's workspace to a direct relationship with us or to another reseller, without owing you any compensation. Numbers contributed by the End Customer are released to the End Customer.
Sections that by nature survive (payment, records/audit, confidentiality, indemnity, liability, governing law) survive termination.

18. Changes to this Agreement

We may update this Agreement. Material changes are announced via the Reseller Panel or email at least 30 days before taking effect; continued participation in the reseller program after the effective date constitutes acceptance. If you do not accept a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid wholesale fees for the remaining term.

19. Governing law and venue

This Agreement is governed by the laws of the State of Delaware, United States, excluding its conflict-of-law rules and the U.N. Convention on Contracts for the International Sale of Goods. The state and federal courts located in the State of Delaware have exclusive jurisdiction, and each party consents to their jurisdiction and waives its right to a jury trial to the extent permitted by law. Mandatory protections that cannot be waived remain unaffected.

20. General

Independent contractors — the parties are independent contractors; nothing here creates a partnership, joint venture, agency or employment relationship, and you have no authority to bind us.
Assignment — you may not assign this Agreement without our consent; we may assign it to an affiliate or in connection with a merger or asset transfer, with notice.
Notices — legal notices to us go to legal@mail.jently.io; notices to you go to your reseller account email.
Severability & waiver — invalid provisions are replaced by valid ones closest in effect; failure to enforce is not a waiver.
Entire agreement — this Agreement, the documents it incorporates, and your order/checkout details are the entire agreement for the reseller program and supersede prior discussions. Commercial terms (amounts, payment plans, scope) set out in an order form issued or confirmed by us prevail over this Agreement for that order. Your own purchase-order terms do not apply.
Language — this Agreement is published in English and Turkish; the English version controls in case of conflict.

21. Contact

TECHERO LLC (operating the Jently platform)
1111B S Governors Ave #21885, Dover, DE 19904, USA
legal@mail.jently.io · support@mail.jently.io