Reseller and White-label Agreement

1. Parties and Definitions

This Reseller Agreement ("Agreement") is entered into between Eniteo AI OÜ ("Eniteo") and the party signing the Partner Registration Form ("Reseller").

• "End Clients": legal entities or professionals to whom the Reseller distributes Eniteo Services.
• "Services": the Eniteo AI SaaS platform as described on eniteo.ai and in the technical documentation.
• "White-label": the ability — where expressly granted in the Partner Registration Form — to present Services to End Clients under the Reseller's brand, without explicit reference to Eniteo.
• "Partner Price List": prices reserved for the Reseller, communicated separately and updatable with 60 days' notice.
• "Territory": the countries in which the Reseller is authorised to operate, as indicated in the Partner Registration Form.

2. Appointment and Partnership Type

2.1. Eniteo appoints the Reseller as a non-exclusive partner for the distribution of Services in the Territory. The appointment does not confer territorial exclusivity unless separately agreed in writing.

2.2. Two partnership models are available:

• Referral: the Reseller refers potential clients to Eniteo. The contract is signed directly between Eniteo and the End Client. The Reseller receives a recurring commission.
• Reseller: the Reseller purchases Services from Eniteo at partner pricing and resells them to End Clients at its own pricing. The Reseller is responsible for invoicing and first-line support for End Clients.

2.3. White-label mode is available exclusively to Resellers who meet the volume requirements set out in the Partner Price List and who have received written approval from Eniteo.

3. Rights Granted to the Reseller

3.1. Eniteo grants the Reseller a non-exclusive, non-transferable licence, limited to the term of this Agreement, to:

• access and use the Services for demonstration and testing purposes;
• promote and distribute the Services to End Clients in the Territory;
• (white-label only, if approved) present the Services under the Reseller's brand.

3.2. The Reseller may not: (i) sub-licence the Services to parties other than End Clients; (ii) modify, decompile or reverse engineer the Services; (iii) remove or alter Eniteo copyright or intellectual property notices in non-white-label materials.

4. Pricing, Margins and Invoicing

4.1. The Reseller purchases Services at the prices set out in the current Partner Price List. Prices are in euros (€) excluding VAT.

4.2. The Reseller is free to set its own resale prices to End Clients, provided that the Reseller does not offer prices below Eniteo's publicly listed prices without prior written agreement.

4.3. Referral commissions are paid monthly in arrears, by the 15th of the month following payment by the referred End Client, net of refunds and chargebacks.

4.4. Reseller invoices from Eniteo are payable net 30. Non-payment may result in suspension of End Client accounts after notice to the Reseller.

4.5. Eniteo will update the Partner Price List with 60 days' notice. Orders already placed are not subject to price changes during the paid period.

5. Reseller Obligations

5.1. The Reseller agrees to:

• maintain adequately trained staff to support End Clients in using the Services;
• comply with all applicable laws on sales, privacy (GDPR) and commercial practices;
• not make false or misleading statements about the Services or their capabilities;
• ensure End Clients accept Eniteo's Terms of Service and DPA (or Eniteo-approved white-label equivalents);
• promptly notify Eniteo of any complaint or issue raised by End Clients regarding the Services;
• meet any minimum volume commitments stated in the Partner Registration Form.

5.2. The Reseller is solely responsible for first-line support to its End Clients. Eniteo will provide second-line support to the Reseller as set out in the Partner Price List.

6. White-label and Branding

6.1. Where white-label mode is approved, the Reseller may present the Services to its End Clients under its own brand, without obligation to disclose that Eniteo is the underlying technology provider.

6.2. In white-label mode, the Reseller must: (i) ensure End Clients are subject to terms of use at least equivalent to Eniteo's Terms of Service; (ii) ensure GDPR compliance of its contracts with End Clients; (iii) not represent the Services as the Reseller's own internally developed technology in contexts that could create material market confusion.

6.3. Outside white-label mode, the Reseller will use the Eniteo brand according to the graphic guidelines provided by Eniteo, without changes to the official visual identity.

6.4. Eniteo reserves the right to approve promotional materials from the Reseller that mention Eniteo, with a response within 5 business days of request.

7. Intellectual Property

7.1. All intellectual property rights in the Services, platform and Eniteo trademarks remain the exclusive property of Eniteo. This Agreement does not transfer any intellectual property rights to the Reseller.

7.2. The Reseller retains ownership of its own brand, marketing materials and commercial relationships with its End Clients.

8. Data Protection

8.1. In Reseller mode, the Reseller acts as Data Controller in relation to its own End Clients. The Reseller must enter into its own GDPR-compliant DPA with End Clients.

8.2. Eniteo acts as Sub-processor in respect of End Client data processed on the platform. The Parties will execute a sub-processing agreement under Art. 28(4) GDPR.

9. Confidentiality

9.1. Each Party will keep the other Party's Confidential Information secret, including Partner Price List details, mutual End Client information and technical information.

9.2. The confidentiality obligation survives for 3 years after termination of this Agreement.

10. Non-Solicitation

10.1. During the term and for 12 months after termination, the Reseller will not directly solicit Eniteo's key employees or contractors to leave their relationship with Eniteo without prior written consent.

10.2. Eniteo will not directly approach the Reseller's End Clients to offer Services at prices below those negotiated with the Reseller, during the term of this Agreement.

11. Reporting and Audit

11.1. Resellers will provide Eniteo, by the 10th of each month, with a summary report of active licences, new clients and cancellations in the previous month.

11.2. Eniteo reserves the right to verify, with 15 days' notice, compliance with this Agreement (including the adequacy of End Client contracts), through document request or on-site audit.

12. Term and Termination

12.1. This Agreement has an annual term with automatic renewal, unless terminated with 60 days' written notice before expiry.

12.2. Either Party may terminate for cause with immediate effect upon written notice in the event of: (i) material breach not cured within 30 days; (ii) breach of confidentiality obligations; (iii) insolvency of the other Party; (iv) Reseller conduct that damages Eniteo's reputation.

12.3. Upon termination: (i) the Reseller ceases use of the Eniteo brand; (ii) licences granted lapse; (iii) Eniteo may contact End Clients directly to ensure service continuity.

13. Governing Law and Jurisdiction

This Agreement is governed by Estonian law. The exclusive jurisdiction for any dispute is the Harju County Court (Tallinn, Estonia). The Parties will first attempt amicable resolution within 30 days of written notice of any dispute.