OV Loop, Inc. Merchant Sales & Service Agreement

Software As A Service- SAAS Agreement (the “Services Agreement”)

This Services Agreement is made effective as of [Month]______ [Day]______,  202__   (the “Effective Date”) between OV Loop, Inc. a Delaware corporation (“OV Loop”, or the “Company”) located at 73 Holton St. Woburn MA 01801 and [Merchant Name]____________________________________, with a principal place of business at: _______________________________________________ (the “Merchant Client”).  Each of OV Loop and Merchant Client is a “Party”, or collectively “the Parties” to this Services Agreement.

Purpose of the Software Solution and this Services Agreement: The Merchant Client agrees to engage OV Loop to provide and maintain software solutions, including the OV Loop mobile application for iOS and Android, with the Merchant Client’s customized rewards, engagement and messaging capabilities to improve sales and loyalty.  OV Loop will also provide the Merchant Client access to tools and reporting to better understand who these customers are that joined their loop, their behaviors, and to use the tools to engage them as needed. This program is designed to help the merchant retain existing customers and attract new customers using rewards, gift cards and engagements to be used directly at the Merchant Client’s in-store and on-line POS or other payment/ check-out systems (the “Software Solutions”) without costly modifications or replacements to the Merchant Client’s POS terminal systems. 

1.)  Terms of Services Agreement:

2.1.) The Company shall provide Merchant Client with reasonable technical support services in accordance with terms as set forth in its general Service Level Agreement (the “SLA) as per the Company’s website – https://ovloop.com/smb-docs/. Except as otherwise set forth herein, this Services Agreement is neither contingent on the delivery of future functionality or updated features to the Software Solutions nor dependent on any oral or written comments made by the Company or Licensor.  The Company will periodically deploy updates and or feature enhancements as required in their sole judgement.  Merchant Client shall be responsible for funding all rewards for their customers, net of any OV Loop Trial Period Incentive.

The Company shall retain all right, title and exclusive interest in and to the Software Solutions, all related intellectual property and any improvements thereto. Merchant Client shall not (i) sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software Solutions or its content, (ii) modify or make derivative works based upon the Software Solutions or reverse engineer such, (iii) “frame” or “mirror” any content on any other server or wireless or internet-based device or (iv) access the Software Solutions to build a competitive product or service, even if only for Merchant Client’s internal use purposes. 

Any customer that joins the Merchant Client’s VIP Loop is also by default a member of OV Loop’s super-app program. Participation in both the Merchant Client’s VIP Loop (rewards specific to the Merchant Client) and the general universal OV Loop super-app  are both voluntary programs subject to the customer’s choices.  During the Term of the Services Agreement, Merchant Client grants OV Loop the right to use Merchant Clients’ name, mark and logo within the OV Loop Software Solutions or on OV Loop’s website or marketing materials and to identify such as OV Loop’s client for these Software Solutions.  During the Term of this Services Agreement, Merchant Client shall also be entitled to use the OV Loop name, mark and logo at their merchant location and on their own website, but only for purposes of identifying themselves as a participating OV Loop rewards and loyalty program client.

Merchant Client shall not use the Software Solutions to knowingly or recklessly (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) or send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including any material harmful to children or violative of third party privacy rights; (iii) or send or store material containing software viruses, worms, Trojan houses or other harmful computer code, files, scripts, agents, or programs or any content that would disrupt the integrity or performance of the Software Solutions or the data contained therein; or (iv) attempt to gain unauthorized access to the Software Solutions or its related systems or networks or compromise such security either directly or indirectly.  

2.2) Merchant Rewards Account / Usage Fees & Billing/ Collection Specifics – Payments from the Merchant Client to be collected by SimplyTapp, Inc., a wholly owned subsidiary of OV Loop:

2.2.1) Trial Period One (1) Month plus any partial month in the first month

a.  By the start of the Trial Period the Merchant Client is responsible for funding an initial $100 Merchant Rewards Account. OV Loop will provide Merchant Client with a $50 Incentive Merchant Reward Credit to bring the initial Trial Period Merchant Reward Account balance to $150.

b.  OV Loop will waive the Monthly Platform Fee, Merchant client shall be responsible for the other fees and balances in 2.2.2 (2.2.2 b, c & d).

2.2.2) Post-Trial Period: After the Trial Period the Software Solutions shall be invoiced via Merchant’s authorized debit card, credit card, or ACH directly as follows:

a.  Monthly Platform Fee – 49.00 per month in advance for the first location or Merchant ID (MID), $49/month for each additional MID. 1^st payment waived including the first full calendar month subsequent to the Effective Date. OV Loop will be maintaining and enhancing the iPhone and Android applications with the Merchant Client’s customized loyalty program, and engagement program. Each customer that joins the Merchant Client’s loop via their private OV Loop super-app will be known to the Merchant Client and can receive messages and offers from the Merchant Client. The Merchant Client’s offerings will also be visible to all other OV Loop super-app users in the community to attract new customers. If the Merchant Client offers online ordering or shopping through its website, customers can also earn and burn rewards online the same way as they do in-stores through this omnichannel rewards and loyalty program. Merchant Client will be able to see which MID the transactions are coming from to measure results.

b.  Rewards Account Balance and Top Up Requirement* – At the beginning of the second full calendar month subsequent to the Effective Date and each month thereafter, Merchant Client will be required to have a Minimum Rewards Account Balance of $250. Merchant Client will be charged for a deposit equal to the Minimum Rewards Account Balance minus the current available Rewards Account Balance to fund all the program rewards agreed upon in this agreement.  These amounts represent the Merchant’s rewards to your VIP Loop Customers and can only be redeemed at your designated POS and online checkout (MIDs).

*- In the event the Rewards Account Balance falls below $50 prior to the next Merchant Rewards Account Top Up (Section 2.2.2e) transaction, OV Loop reserves the right to process an off-cycle charge of $250 or amount needed to maintain Minimum Rewards Account Balance to bring the balance to the agreed upon amount in section 2.2.2b.   To limit the number of off cycle invoices and risk of program pauses, OV Loop reserves the right to periodically adjust the Minimum Rewards Account Balance requirement amount with a 2-day notice to the Merchant Client.

c.  Rewards Program Usage Fees – 9% of transactions that earn OV Rewards in-stores or online for the Merchant Client’s business, plus 25 cents per rewards redemption for any transaction from the OV Loop rewards program. OV Loop will maintain and keep track of all rewards balances for each customer to provide a personalized view of their current and lifetime rewards with the Merchant Client and will periodically remind them through push notifications of the rewards balance they have, to remind them to return to the Merchant Client. The Merchant Client can also send time limited cash coupons or gift cards to its customers to incentivize them to return.  

d.  Optional OV Chat and OV Offers fees, If Applicable – 40 cents per OV Chat conversation completed. If the Merchant Client utilizes OV Chat to provide live chat support with agents to answer questions, upsell or cross sell to offset call center support costs and provide a better customer experience, then the number of conversations with two or more customer exchanges will be tallied at month end and reflected on the bill.  9% of transaction value and 25 cents for every OV Offers transactions completed across Merchant Client’s channels or affiliates’ channels (email, text, digital ads, social ads, QR codes, etc.) as an omnichannel digital offers program with enhanced checkout particularly for those with OV Wallets.   A future affiliate program to reward affiliates for promoting Merchant Client’s OV Offers will be in a separate addendum should Merchant Client choose to participate.  (These fees are Not Applicable unless Merchant Client chooses to participate in these additional  features.)

e.  Timing of Billing, Rewards Account Balance Top Up – OV Loop Fee balance (Sum of fees agreed upon in sections 2.2.2a, 2.2.2c, and 2.2.2d and Merchant Rewards Account Balance Top Up per section 2.2.2b will be billed and collected by the 5th of each month following the first full calendar month subsequent to the Effective Date.

2.3) Term And Termination: The “Term” will be a minimum of one (1) month after the end of the Trial Period noted above and shall be cancellable after the Trial Period on one month’s notice given by the Merchant Client via email to the Company. The Merchant client is responsible for notifying their customers of the termination of this program. Customers will continue to be able to earn and spend their rewards until the termination is complete. The Merchant Client will cease using the Software Solutions on that last day of the one month’s notice and the Company shall refund any of the specific Merchant Client’s cash reward balances (only those paid by the Merchant, excluding any unused reward incentives funded by OV Loop) held in the program as of that final date via ACH to the Merchant Client’s bank account, net of any fees owed to OV Loop. OV Loop may terminate this Services Agreement due to non-payment of fees or any breach by the Merchant Client upon a minimum of ten (10) day’s written notice, unless such breach is cured to OV Loop’s satisfaction.

Note- After termination, these VIP Loop customers will remain in the OV Loop general system to enable them to join other OV Loop Merchant’s VIP Loop merchants but will be removed from the Merchant’s VIP Loop at the end of such one (1) month notice period with the removal of the Merchant Client’s VIP Loop.  The Merchant’s end user customers can cancel their subscription with OV Loop or any Merchant Client’s VIP Loop at any time and such cash rewards specific to those cancellations will forfeited by the end user customers.  Any general top-up balance remaining on the OV Cash Card funded by the VIP Loop customers will be refunded upon request from the end user customer, net of applicable ATM Cash Out fees, which may change from time to time with Terms & Conditions updates but are $1.98 as of this contract signing. 

2.4) Disclaimers, Indemnification & Limitation of Liability: Except as provided specifically herein, OV Loop does not warrant (i) that the use of the software will be uninterrupted or error-free or operate in combination with any other hardware, software, system or data of the Merchant Client or (ii) the software will meet requirements, results or expectations from use of the software or (iii) that errors or defects will be corrected, or (iv) the Software Solutions are free of viruses or other harmful components. Additionally, the Software Solutions are provided “As Is” and OV Loop disclaims any representations or warranties whether express or implied, statutory or otherwise including without limitation any warranty as to fitness for a particular purpose or non-infringement of third party rights are hereby disclaimed to the maximum extent permitted by applicable law.  OV Loop uses regulated financial institutions as third-party providers to handle all cash money balances held from or for Merchant Client’s end user customers.

Notwithstanding anything to the contrary, OV Loop and its suppliers, officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Services Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory for a) any error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; b) for any indirect, exemplary, incidental, special or consequential damages, or any matter beyond OV Loop’s reasonable control or d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid by Merchant Client to OV Loop for the Software Solutions or any ancillary services under this Services Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Merchant Client has been advised of the possibility of such damages.

2.5) Confidentiality & Privacy: The Merchant Client agrees to comply with OV Loop’s Confidentiality & Privacy statements as presented at https://ovloop.com/smb-docs/

2.6) Assignment & Entire Agreement, Modifications to the Services Agreement: The rights and obligation of the Merchant Client cannot be sold, transferred, assigned, pledged, or hypothecated without OV Loop’s prior written consent. This Services Agreement and any written and mutually agreed amendments to such constitutes the entire agreement between the Parties and supersedes and terminates any prior agreements between Merchant Client and OV Loop relating to the subject matter herein addressed whether such prior agreements are verbal or in writing. This Services Agreement cannot be amended orally.

2.7 Notices/ Governing Law/ Binding Arbitration of Disputes/ Survival/ Waiver of Jury Trial: Notices shall be communicated via confirmed email or by signed and accepted overnight mail courier. This Services Agreement shall be governed by the laws of the State of Massachusetts and any proceeding brought to enforce rights under this Services Agreement shall be brought and heard in Suffolk County, Massachusetts and the Parties consent to personal jurisdiction and venue in said forum and waive any claim to a venue change. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association which shall take place in Suffolk County, Massachusetts. Each Party shall select a single mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Services Agreement to hear the case. If the Parties are unable to agree such a selection, each Party shall select an arbitrator of such stature and those two arbitrators shall in turn select a third arbitrator and all three shall preside jointly over the matter. The decision of such arbitrator(s) shall be final and binding and such judgement including reasonable legal fees of the prevailing party as determined by the arbitrator(s) and judgment may be entered in conformity with that decision in any State or Federal court having jurisdiction.  During the arbitration proceeding, the parties shall continue to perform their respective obligations under this Services Agreement unless such agreement has been terminated and any disputed fees to OV Loop have been paid in full. 

Notwithstanding any provision of this Services Agreement to the contrary, any clause which expressly or impliedly survives expiry or termination of this Agreement for any reason whatsoever shall continue in full force and effect after expiry or termination including confidentiality and privacy.  Additionally, each Party knowingly, irrevocably, voluntarily and intentionally waives any right to a trial by Jury in respect of any action, proceeding or counterclaim based on or in connection with this Services Agreement or any document executed in connection herewith or related hereto. This provision and the other provisions limiting liability are a material inducement for the Parties to enter into this Services Agreement.

The Parties hereby mutually agree these terms of the Services Agreement and represent they are authorized to execute this Services Agreement, have read, understand, and have mutually agreed to the terms herein including any sections using links with additional information, and bind such Parties with the dated signatures below as follows: