Partner Agreement
This Partner Agreement defines the terms, rules, and guidelines governing the relationship between Ovaloop and our approved partners.
1. APPOINTMENT
Ovaloop appoints Partner as a non-exclusive authorized partner for the promotion, referral, sale, implementation, or support of Ovaloop products and services.
Nothing in this Agreement creates exclusivity unless expressly agreed in writing.
2. RELATIONSHIP OF PARTIES
The parties are independent contractors.
Nothing in this Agreement creates:
•Employment
•Agency
•Joint Venture
•Franchise
•Partnership
3. PARTNER AUTHORIZATION
Partner may:
•Market Ovaloop services
•Refer prospective customers
•Sell approved subscriptions
•Deliver implementation services where authorized
Partner may not:
•Bind Ovaloop to contracts
•Make legal commitments on behalf of Ovaloop
•Alter approved pricing without authorization
4. COMMISSION AND COMPENSATION
Compensation shall be governed by Ovaloop's Partner Program.
Commission eligibility is subject to:
•Verified customer payment
•Compliance with program rules
•Valid partner status
Ovaloop reserves the right to modify commission structures upon reasonable notice.
5. LEAD OWNERSHIP
Customer opportunities may be protected through an approved lead registration process.
Lead ownership remains subject to Ovaloop's approval and verification procedures.
6. INTELLECTUAL PROPERTY
Ovaloop retains all ownership rights to:
•Software
•Trademarks
•Logos
•Documentation
•Marketing materials
•Product designs
Partner receives a limited, revocable license to use approved marketing materials solely for authorized partner activities.
7. CONFIDENTIALITY
Partner shall protect all confidential information received from Ovaloop.
Confidential information shall not be disclosed to third parties without written consent.
8. DATA PROTECTION
Partner shall comply with:
•Applicable privacy laws
•Ovaloop policies
•Customer confidentiality obligations
9. NON-MISREPRESENTATION
Partner shall accurately represent Ovaloop products and services.
Partner shall not:
•Make false claims
•Guarantee unavailable features
•Promise unsupported timelines
10. TERM
This Agreement shall remain in effect until terminated by either party.
11. TERMINATION
Either party may terminate this Agreement with thirty (30) days written notice.
Ovaloop may immediately terminate the Agreement for:
•Fraud
•Misrepresentation
•Non-payment
•Policy violations
•Reputational harm
12. EFFECT OF TERMINATION
Upon termination:
•Partner rights immediately cease
•Ovaloop branding must be removed
•Confidential information must be returned or destroyed
•Outstanding commissions remain subject to program rules
13. LIMITATION OF LIABILITY
Neither party shall be liable for indirect, consequential, special, or punitive damages.
Ovaloop's aggregate liability shall not exceed commissions paid to Partner during the twelve (12) months preceding the claim.
14. GOVERNING LAW
This Agreement shall be governed by the laws of the Federal Republic of Nigeria.
15. ENTIRE AGREEMENT
This Agreement, together with the Partner Program, Partner SLA, and applicable policies, constitutes the entire agreement between the parties.
16. CONTACT
•Email: support@ovaloop.com