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