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.
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:
•Email: support@ovaloop.com