This Licensing Agreement (the 'Agreement') is a binding legal contract between you (the 'User,' 'Customer,' or 'Licensee') and Bisefic Digital Technologies Ltd., a company duly registered in the Federal Republic of Nigeria and the United States of America, operating the software platform known as 'Ventlio' (the 'Licensor,' 'Company,' 'We,' or 'Us'). By accessing, installing, downloading, or using the Ventlio platform or any of its associated applications, services, APIs, or components, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.

1. Grant of License

Subject to the terms and conditions of this Agreement and applicable subscription plans, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Ventlio platform solely for your internal business operations. This license does not convey any ownership rights, title, or interest in the Ventlio platform or any underlying technology, intellectual property, or proprietary materials. You may not: (a) sublicense, sell, lease, rent, loan, distribute, or otherwise transfer the license to any third party; (b) use the platform for any unlawful, fraudulent, or unauthorized purpose; or (c) permit any third party to access or use the platform through your account credentials without our prior written consent.

2. Intellectual Property Rights

All rights, title, and interest in and to the Ventlio platform, including but not limited to all software code (source code, object code, compiled code), algorithms, databases, data structures, user interfaces, designs, layouts, graphics, icons, images, logos, trademarks, service marks, trade names, trade dress, trade secrets, patents, copyrights, and all other intellectual property and proprietary rights therein, are and shall remain the exclusive property of Bisefic Digital Technologies Ltd. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Company's intellectual property without the Company's prior written permission. Any unauthorized use, reproduction, modification, distribution, transmission, republication, display, or performance of the content on the platform is strictly prohibited and constitutes a violation of applicable intellectual property laws. The Ventlio name, logo, and all related product and service names, design marks, and slogans are trademarks or registered trademarks of Bisefic Digital Technologies Ltd. You may not use these marks without the prior written permission of the Company.

3. Software Protection & Restrictions

You expressly acknowledge and agree that you shall not, directly or indirectly: (a) Copy, reproduce, duplicate, distribute, publish, or otherwise make available any portion of the Ventlio platform, including its source code, object code, documentation, or any derivative works thereof; (b) Reverse engineer, decompile, disassemble, decode, adapt, translate, or otherwise attempt to derive the source code, underlying algorithms, data structures, or ideas of the Ventlio platform or any component thereof; (c) Modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Ventlio platform; (d) Remove, alter, obscure, or otherwise modify any proprietary notices, labels, marks, logos, or branding on the Ventlio platform; (e) Use the platform to build, support, or contribute to any competing product, service, or technology; (f) Access or use the platform for purposes of benchmarking, performance testing, or competitive analysis without prior written authorization; (g) Use any automated tools, bots, scrapers, crawlers, or similar technologies to access, extract, harvest, collect, or index any data or content from the platform; (h) Circumvent, disable, or otherwise interfere with security-related features, access controls, usage limits, or digital rights management mechanisms of the platform; (i) Transmit or introduce any viruses, worms, trojans, malware, ransomware, or other harmful or destructive code through or into the platform.

4. Data Ownership & Privacy

You retain all ownership rights in and to the data, content, and materials you upload, submit, or store on the Ventlio platform ('User Data'). By using the platform, you grant the Company a limited, non-exclusive, worldwide license to process, store, transmit, and display your User Data solely for the purpose of providing and improving the services contemplated under this Agreement. The Company shall process all personal data in compliance with applicable data protection laws, including but not limited to the Nigeria Data Protection Regulation (NDPR), the Nigeria Data Protection Act (NDPA), and other applicable privacy legislation. Our Privacy Policy, which is incorporated into this Agreement by reference, describes how we collect, use, store, and protect your personal information. We implement appropriate technical and organizational measures to protect your data against unauthorized access, alteration, disclosure, or destruction. However, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security of your data.

5. Confidentiality

Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party in connection with this Agreement ('Confidential Information'). Confidential Information includes, without limitation, trade secrets, business plans, financial information, customer data, technical specifications, source code, algorithms, processes, and any other information that is designated as confidential or that a reasonable person would understand to be confidential. Neither party shall disclose, publish, or disseminate Confidential Information to any third party, nor use such information for any purpose other than performing obligations under this Agreement. This obligation of confidentiality shall survive the termination or expiration of this Agreement for a period of five (5) years.

6. Copyright Infringement & DMCA

The Company respects the intellectual property rights of others and expects its users to do the same. If you believe that your copyrighted work has been copied, reproduced, or used on the Ventlio platform in a way that constitutes copyright infringement, you may submit a notification to our designated agent with the following information: (a) A physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) Identification of the copyrighted work claimed to have been infringed; (c) Identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate the material; (d) Your contact information, including address, telephone number, and email address; (e) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner. We will promptly investigate all claims of intellectual property infringement and take appropriate action, including removal of the allegedly infringing material.

7. Warranty Disclaimer

THE VENTLIO PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; (D) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED; OR (E) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BISEFIC DIGITAL TECHNOLOGIES LTD., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM. THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

9. Indemnification

You agree to indemnify, defend, and hold harmless Bisefic Digital Technologies Ltd., its directors, officers, employees, contractors, agents, licensors, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including but not limited to attorney's fees) arising from: (a) your use of or access to the platform; (b) your violation of any provision of this Agreement; (c) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (d) any claim that your User Data caused damage to a third party. This indemnification obligation shall survive the termination or expiration of this Agreement.

10. Termination

The Company reserves the right to suspend or terminate your access to the Ventlio platform at any time, with or without cause, and with or without notice, including but not limited to cases where you breach any provision of this Agreement. Upon termination: (a) all rights and licenses granted to you under this Agreement shall immediately cease; (b) you shall immediately discontinue all use of the platform; (c) you shall destroy or return all copies of any materials obtained from the platform; and (d) any provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

11. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. For users outside Nigeria, this Agreement shall additionally be subject to applicable international treaties and conventions relating to intellectual property rights. Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the Arbitration and Conciliation Act (Cap A18, Laws of the Federation of Nigeria 2004), or through the courts of competent jurisdiction in Abuja, Federal Capital Territory, Nigeria. The prevailing party in any action or proceeding shall be entitled to recover its reasonable attorneys' fees and costs.

12. Modifications to This Agreement

The Company reserves the right to modify, amend, or update this Agreement at any time at its sole discretion. Any modifications will be effective immediately upon posting the revised Agreement on the platform. Your continued use of the platform after any such modifications constitutes your acceptance of the revised Agreement. We encourage you to review this Agreement periodically to stay informed of any changes. If we make material changes, we will notify you through the platform or via email to the address associated with your account.

13. Entire Agreement & Severability

This Agreement, together with the Privacy Policy, Terms of Service, and Refund Policy, constitutes the entire agreement between you and Bisefic Digital Technologies Ltd. with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral. If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, such provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect.

14. Contact Information

For questions, concerns, or inquiries regarding this Licensing Agreement, intellectual property matters, or copyright claims, please contact: Bisefic Digital Technologies Ltd. Shop 54, No 8 Billy Okoye Boulevard Road, Awka South, Nigeria Email: legal@ventlio.com Phone: +234 810 781 5563 For copyright infringement notices, please direct your correspondence to our designated intellectual property agent at the address above or via email at legal@ventlio.com.