Software License and Merchant Platform Agreement
Important: Please read this software license and terms of service agreement carefully before downloading, installing, copying, accessing, or using this application, platform, and associated software services (collectively, the “Platform”).
By clicking “I Agree,” checking an acceptance box, installing, deploying, or otherwise using the Platform, you (“Licensee,” “you,” or “Merchant”) agree to be legally bound by all terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company, partnership, or other legal entity, you represent and warrant that you have the authority to bind such entity. If you do not have such authority, or if you do not agree with all the terms of this Agreement, do not continue and immediately uninstall and cease all use of this Platform.
1. Definitions
Licensor (also “Company”, “we”, “us”, or “our”) refers to the legal owner, developer, and provider of the Platform and underlying intellectual property.
Licensee (also “User”, “Merchant”, or “you”) refers to any individual, enterprise, merchant, organization, or corporate entity installing, configuring, deploying, or utilizing the Platform.
Platform means the mobile applications, web interfaces, backend APIs, transaction gateways, multi-rail processing tools, source/compiled code, database architectures, documentation, and digital wallet utilities provided by Licensor.
2. Grant of limited, non-exclusive license
2.1. Subject to your strict compliance with the terms of this Agreement and timely settlement of all applicable licensing, transaction, setup, or subscription fees, Licensor grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to install, access, and use the Platform strictly for internal commercial business operations.
2.2. All rights not expressly granted to Licensee under this Agreement are reserved exclusively by Licensor.
3. Restrictions on use & proprietary reservations
Licensee shall not, directly or indirectly:
- Copy, decompile, reverse-engineer, disassemble, decode, or attempt to derive the source code, system structure, or database architecture of the Platform.
- Modify, adapt, translate, create derivative works, or white-label/rebrand the Platform without an express, executed written addendum from Licensor.
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, or transfer the Platform to any third party.
- Circumvent, disable, bypass, or tamper with any digital rights management, security features, billing trackers, or API rate limiters built into the Platform.
- Use the Platform to facilitate unauthorized financial processing, money laundering, fraud, terrorist financing, or any unlawful business under applicable local and international statutes.
4. Intellectual property ownership
4.1. No ownership transfer: Licensee acknowledges and agrees that the Platform is licensed, not sold. Licensor retains sole and exclusive title, copyright, trademark, trade secret, and all intellectual property rights in and to the Platform, its database schemas, API architecture, algorithms, workflows, and visual designs.
4.2. Feedback & improvements: Any suggestions, bug reports, custom feature requests, or improvements submitted by Licensee become the sole property of Licensor without obligation of payment, attribution, or royalty.
5. Payment obligations, billing & default penalties
5.1. Licensee agrees to pay all integration, maintenance, subscription, and transaction processing fees agreed upon between Licensor and Licensee according to the designated payment schedule.
5.2. Failure to settle any invoice, license fee, or settlement reconciliation within the agreed grace period (defaulting to seven (7) calendar days from invoice issue if unstated) constitutes a material breach of this Agreement.
5.3. In the event of a default:
- Licensor reserves the immediate right, without prior court intervention, to remotely deactivate API keys, freeze user permissions, lock terminal accounts, or suspend application runtime.
- Licensor may levy a late surcharge of five percent (5%) on overdue sums, plus ongoing default interest of two percent (2%) per month (or the maximum lawful rate) calculated daily until paid in full.
- Licensee agrees to cover all costs of debt recovery, legal representation, and administrative fees incurred in enforcing payment.
6. Data security, compliance & credentials
6.1. Licensee is solely responsible for maintaining the confidentiality and security of all administrative login credentials, cryptographic tokens, database access parameters, and API keys.
6.2. Licensee accepts full operational liability for any actions, transactions, or unauthorized balance alterations executed through their master administrative accounts.
6.3. Licensee agrees to comply with all applicable local data protection and consumer privacy regulations with respect to end-user transaction records.
7. Disclaimer of warranties
The Platform is provided on an “as is” and “as available” basis, with all faults and defects. To the maximum extent permitted by law, Licensor expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, operational uptime, and non-infringement. Licensor does not guarantee that the Platform will meet all business requirements, achieve specific commercial results, or operate error-free or without temporary service interruptions.
8. Limitation of liability
To the fullest extent permitted by applicable law, in no event shall Licensor, its directors, employees, or agents be liable to Licensee or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages (including loss of profits, data corruption, business interruption, loss of reputation, or financial clearing delays) arising out of or in connection with the use or inability to use the Platform, even if advised of the possibility of such damages. Licensor’s aggregate liability under this Agreement shall be strictly limited to the actual fees paid by Licensee to Licensor for the specific Platform license in the preceding three (3) months.
9. Termination
9.1. Licensor may immediately terminate this Agreement and revoke Licensee’s license without prior notice if Licensee breaches any provision of this Agreement, engages in unlawful financial processing, or fails to cure a payment default within five (5) days of notice.
9.2. Upon termination, all rights granted to Licensee immediately cease. Licensee must immediately delete, uninstall, and purge all copies of the Platform from all servers, devices, and hosted storage.
10. Governing law & jurisdiction
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of this Agreement that cannot be settled amicably within twenty-one (21) days shall be resolved by courts of competent jurisdiction located in Abuja, Federal Capital Territory, Nigeria.
11. Entire agreement & electronic acceptance
11.1. This Agreement constitutes the complete and exclusive legal agreement between Licensee and Licensor regarding the Platform, superseding all prior oral or written negotiations, representations, or informal assurances.
11.2. Binding electronic execution: You acknowledge and agree that by clicking “I Agree”, “Accept”, or completing the installation process, you are executing a legally binding electronic agreement under applicable electronic transaction laws, fully binding yourself and the enterprise you represent.