Subscription Agreement

This Customer Subscription Agreement ("Agreement") is entered into between Ovaloop ("Ovaloop", "we", "our", or "us") and the customer entity or individual subscribing to Ovaloop services ("Customer", "you", or "your"). By subscribing to, accessing, or using Ovaloop services, Customer agrees to be bound by this Agreement.


Subscription Agreement
Services
Subscription Plans
Fees and Payment
Term and Renewal
Customer Data
Data Security
Customer Responsibilities
Acceptable Use
Intellectual Property
Marketing and Publicity Rights
Confidentiality
Warranties
Limitation of Liability
Indemnification
Suspension and Termination
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Contact Information

1. Services

Ovaloop provides software-as-a-service (SaaS) solutions including but not limited to:

Inventory Management

Point of Sale (POS)

Customer Relationship Management (CRM)

Accounting and Financial Tracking

Reporting and Analytics

Ecommerce and Storefront Solutions

Mobile Applications

Workflow Automation

Integrations and APIs

AI-powered features where applicable

Ovaloop reserves the right to enhance, modify, replace, or discontinue features from time to time.

2. Subscription Plans

Customer may subscribe to any available Ovaloop plan.

Subscription pricing, features, transaction limits, and usage allowances are described on Ovaloop's pricing pages or approved quotations.

Ovaloop may update pricing for future subscription periods upon reasonable notice.

3. Fees and Payment

Customer agrees to pay all applicable fees.

Payments may be made monthly, quarterly, annually, or under any custom arrangement approved by Ovaloop.

Invoices must be paid on or before the due date.

Failure to pay may result in:

Suspension of service

Restriction of access

Termination of subscription

Additional recovery costs where permitted by law

All fees paid are non-refundable except where required by applicable law or expressly approved by Ovaloop.

4. Term and Renewal

Subscriptions automatically renew at the end of each subscription period unless cancelled before renewal.

Customer may cancel renewal by providing notice through designated account settings or written communication.

Termination does not relieve Customer of obligations already incurred.

5. Customer Data

Customer retains ownership of all business data entered into Ovaloop.

Customer grants Ovaloop a limited right to host, process, transmit, store, back up, and analyze such data solely for:

Providing services

Maintaining platform functionality

Security monitoring

Customer support

Product improvement

Ovaloop shall not sell Customer data.

6. Data Security

Ovaloop shall implement commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer data.

Customer acknowledges that no system can guarantee absolute security.

7. Customer Responsibilities

Customer shall:

Maintain accurate account information

Protect login credentials

Ensure lawful use of services

Obtain all necessary permissions for data entered into the platform

Ensure users comply with applicable laws

Customer remains responsible for all activity conducted under its account.

8. Acceptable Use

Customer shall comply with Ovaloop's Acceptable Use Policy.

Customer shall not:

Engage in unlawful activities

Circumvent security measures

Introduce malware

Reverse engineer the platform

Interfere with service availability

Abuse APIs or integrations

9. Intellectual Property

Ovaloop retains all ownership rights in:

Software

Source code

Databases

Platform architecture

Trademarks

Documentation

Designs

APIs

Proprietary technology

No ownership rights are transferred to Customer.

10. Marketing and Publicity Rights

Unless otherwise requested in writing by Customer, Customer grants Ovaloop a non-exclusive, worldwide, royalty-free right to use Customer's business name, logo, trademarks, and publicly available brand assets solely for the purpose of:

Website displays

Marketing materials

Sales presentations

Investor presentations

Fundraising materials

Social media promotions

Customer success stories

Case studies

Press releases

Ovaloop shall not imply endorsement beyond the existence of a business relationship.

Customer may withdraw this permission at any time by providing written notice to Ovaloop. Ovaloop shall remove such references from future materials within a reasonable period.

11. Confidentiality

Each party shall protect confidential information received from the other party.

Confidential information shall not be disclosed except:

With consent

As required by law

To authorized personnel or service providers with confidentiality obligations

12. Warranties

Each party represents that it has authority to enter into this Agreement.

Except as expressly stated, Ovaloop provides services on an "as is" and "as available" basis.

13. Limitation of Liability

To the maximum extent permitted by law:

Ovaloop shall not be liable for:

Indirect damages

Consequential damages

Lost profits

Lost business opportunities

Loss of goodwill

Business interruption

Ovaloop's aggregate liability shall not exceed the total fees paid by Customer during the twelve (12) months preceding the event giving rise to the claim.

14. Indemnification

Customer agrees to indemnify and hold harmless Ovaloop, its officers, directors, employees, and affiliates from claims arising out of:

Customer's use of services

Violation of applicable laws

Violation of this Agreement

Infringement arising from Customer content or data

15. Suspension and Termination

Ovaloop may suspend or terminate services if:

Customer violates this Agreement

Customer fails to pay fees

Customer engages in prohibited conduct

Continued service presents legal or security risks

Upon termination, Customer may request export of available data within any applicable retention period.

16. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, internet outages, government actions, labor disputes, or acts of God.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

18. Dispute Resolution

The parties shall first attempt to resolve disputes through good-faith negotiation.

Where resolution is not achieved, disputes shall be submitted to arbitration in Lagos, Nigeria, under applicable arbitration laws.

19. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, Acceptable Use Policy, and any applicable Order Forms, constitutes the entire agreement between the parties.

20. Contact Information

If you have any questions or concerns regarding this Customer Subscription Agreement, please contact us: