Partner Agreement

This Partner Agreement defines the terms, rules, and guidelines governing the relationship between Ovaloop and our approved partners.


Partner Agreement
APPOINTMENT
RELATIONSHIP OF PARTIES
PARTNER AUTHORIZATION
COMMISSION AND COMPENSATION
LEAD OWNERSHIP
INTELLECTUAL PROPERTY
CONFIDENTIALITY
DATA PROTECTION
NON-MISREPRESENTATION
TERM
TERMINATION
EFFECT OF TERMINATION
LIMITATION OF LIABILITY
GOVERNING LAW
ENTIRE AGREEMENT
CONTACT

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