Terms of Use & Master Subscription Agreement

1. Formation of Agreement & Enterprise Scope

This Master Subscription Agreement and Terms of Use (""Agreement"") constitutes a legally binding contract between Ozikol (""Ozikol"", ""we"", ""our"", or ""us"") and the subscriber entity, organization, corporate body, or individual (""Customer"", ""Tenant"", or ""you"") registering, deploying, or accessing Ozikol Cloud services, executive MIS systems, web portals, mobile applications, or desktop enterprise software. By executing an Order Form, clicking ""Agree"", or deploying a dedicated workspace, you represent and warrant that you possess full corporate and legal authority to bind the Customer to this Agreement.

2. Dedicated Cloud Workspace Provisioning & Fleet Isolation

Upon registration and subscription confirmation, Ozikol provisions a dedicated cloud workspace for the Customer:

• Fleet Isolation Guarantee: Your dedicated workspace is deployed with its own segregated relational database ring. Customer operational data, financial transactions, member records, and security logs are never commingled in shared multi-tenant database tables.
• Custom Domain & SSL: Customers on eligible enterprise tiers may bind custom hostnames (e.g. portal.yourorganization.org) with automated TLS certificate generation, management, and renewal.
• Administrative Controls: Ozikol grants the Customer designated administrative credentials to configure suites, manage user roles, and define institutional policies within their dedicated instance.

3. 100% Customer Data Ownership Guarantee

The Customer retains sole, unencumbered, and exclusive ownership of all data, rosters, documents, media, financial transactions, and records uploaded to or generated within their dedicated instance (""Customer Data""). Ozikol asserts zero intellectual property rights or ownership claims over Customer Data. The Customer may export their complete database in open, standard formats (SQL, BACPAC, JSON, CSV) at any time during an active subscription without penalty or restrictive barriers.

4. Multi-Channel Client Applications & Edge Hardware Licensing

Ozikol grants Customer and its authorized users a non-exclusive, non-transferable, revocable license to access and utilize our software client suite during the subscription term:

• Web Portals & Executive MIS: Accessible via modern web browsers for administrative management, financial reconciliation, and member self-service.
• Cross-Platform Mobile Applications: Deployable on authorized iOS and Android devices for member engagement, dues payment, and digital gate passes.
• Windows Desktop Enterprise Applications: Deployable on Windows 10/11 operating systems for high-volume gatehouses, front-desk reception, and cashiers. The desktop client includes direct drivers for ESC/POS thermal receipt printers, USB/Ethernet barcode scanners, turnstiles, and biometric fingerprint readers.
• Offline Operation: Where offline synchronization is utilized, local cached data remains the exclusive property of the Customer and must be protected on Customer-managed physical hardware.

5. Administrative User Security & Tenant Responsibilities

The Customer is responsible for maintaining the operational security of its authorized user accounts:

• Multi-Factor Authentication Mandate: The Customer agrees to mandate Multi-Factor Authentication (MFA) for all administrative users, accountants, security supervisors, and personnel with access to sensitive personal or financial records.
• Credential Hygiene: Authorized users must maintain confidential passwords and tokens. Sharing of administrative credentials across multiple staff members is strictly prohibited.
• Audit Trail Accountability: The Customer is solely responsible for all actions, data modifications, financial disbursements, and gate approvals executed under valid authorized user credentials.

6. Acceptable Use Policy (AUP) & Platform Restrictions

The Customer agrees to use Ozikol services exclusively for lawful institutional management. The Customer and its authorized users shall not:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from any Ozikol binary, application, or central API service.
• Conduct unauthorized penetration tests, vulnerability scans, or denial-of-service simulations against central endpoints without prior written authorization from Ozikol Security Operations.
• Utilize the platform to store, distribute, or transmit malicious software, viruses, ransomware, or infringing materials.
• Send unsolicited bulk commercial communications (spam) or abuse platform SMS broadcast pools for non-institutional promotions.
• Attempt to circumvent architectural tenant boundaries, cryptographic vaults, or role-based access permissions.

7. Service Level Agreement (SLA) & 99.99% Availability Commitment

Ozikol commits to providing 99.99% Monthly Uptime Availability for core cloud production workflows, measured 24/7 across every calendar month:

Scheduled Maintenance: Routine infrastructure enhancements are performed during low-impact maintenance windows (typically Sundays between 01:00 and 04:00 UTC). Ozikol provides at least five (5) business days advance electronic notice for scheduled maintenance. Scheduled maintenance is excluded from uptime calculations.

8. Subscription Billing, Multi-Currency Invoicing & Taxes

Access to Ozikol is billed on an agreed annual or monthly subscription schedule:

• Multi-Currency Settlement: Invoices are denominated and payable in the currency agreed upon in your Order Form, including US Dollars (USD $), British Pounds Sterling (GBP £), Euros (EUR €), and Nigerian Naira (NGN ₦).
• Payment Terms: Invoices are due thirty (30) calendar days from invoice date. Uncontested delinquent balances exceeding thirty days may accrue interest at 1.5% per month or the maximum statutory rate allowed by law.
• Taxes: All fees are exclusive of applicable value-added tax (VAT), sales tax, goods and services tax (GST), or withholding taxes, which shall be added to invoices where statutory regulations require.

9. Confidentiality & Mutual Non-Disclosure

Each party agrees that all code, architecture designs, business workflows, financial details, and Customer Data disclosed under this Agreement constitute confidential information. Each party agrees to protect the other's confidential information using the same degree of care it uses for its own confidential data (and no less than reasonable care), and shall not disclose such information to third parties except as strictly required to fulfill this Agreement or comply with legal subpoenas.

10. Warranties & Disclaimers

Ozikol warrants that the software will perform materially in accordance with published user documentation under normal operating conditions. Except for this express warranty, the platform is provided on an ""as is"" and ""as available"" basis. Ozikol does not warrant that software execution will be completely error-free or uninterrupted, nor does it assume liability for external internet service provider outages, telecommunication carrier SMS delivery delays, or local power failures at Customer facilities.

11. Limitation of Aggregate Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, punitive, special, or consequential damages, including loss of profits, revenue, or business reputation, arising out of or in connection with this Agreement. Ozikol's cumulative aggregate liability for all claims of any kind arising under this Agreement shall not exceed the total subscription fees actually paid by Customer in the twelve (12) months preceding the incident giving rise to liability.

12. Term, Non-Renewal, Termination & Dispute Resolution

• Term & Auto-Renewal: Subscriptions remain in effect for the term specified in the Order Form and automatically renew for successive terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration date.
• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
• 30-Day Transition Grace Period: Following subscription termination, Customer is provided 30 days of read-only access to export all Customer Data. After 30 days, all Customer databases and backups are permanently purged via cryptographic shredding.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any controversy or claim arising out of this Agreement shall be resolved through good-faith executive negotiation, and if unresolved within 30 days, referred to binding arbitration under the Rules of the London Court of International Arbitration (LCIA).