These terms govern the relationship between Ogloba and any party (the "Affiliate") that resells, integrates with, or refers business to the Ogloba platform. They sit alongside any signed partnership agreement; where they conflict, the signed agreement controls.
1. Definitions
"Platform" means the Ogloba gift card, prepaid, and loyalty software and APIs. "Affiliate" means any party with whom Ogloba has entered an affiliation arrangement. "End Customer" means the merchant or brand operating a program on the platform.
2. Eligibility & onboarding
Affiliates must be a registered business in their operating jurisdiction and pass our standard due-diligence checks (KYC, sanctions screening, financial standing). Ogloba reserves the right to decline or terminate any affiliation without cause, subject to applicable notice periods.
3. Affiliate obligations
Affiliates represent Ogloba accurately, do not make claims beyond published documentation, and follow all platform integration and security requirements. Affiliates may not sub-license platform access without prior written consent.
4. Brand & marketing use
Affiliates may use the Ogloba name and logo for legitimate sales and marketing purposes, subject to our brand guidelines. Co-branded materials require approval. Ogloba may publicly reference the affiliation in customer lists and case studies.
5. Commercial terms
Commission rates, payment terms, and any minimum commitments are set in the signed partnership agreement. Ogloba invoices and pays in line with that agreement; all amounts are exclusive of tax unless stated.
6. Confidentiality & IP
Each party protects the other's confidential information and treats platform documentation, pricing, and roadmap as confidential. Ogloba retains all rights in the platform and its IP; affiliates retain rights in their own pre-existing IP.
7. Liability & indemnity
Each party's liability is capped at the fees paid or payable in the 12 months before the claim, except for confidentiality, IP infringement, and gross negligence. Affiliates indemnify Ogloba for claims arising from their misrepresentation of the platform.
8. Term & termination
Affiliation continues until terminated under the signed agreement. Either party may terminate for material breach with 30 days to cure, or immediately for insolvency, sanctions exposure, or repeated compliance failure.