Terms of Service

Section 01

Introduction

Welcome to Spots. These Terms of Service ("Terms") govern your access to and use of the Spots platform, including the merchant storefront builder, the developer portal, the theme marketplace, all APIs, the Spots SDK and CLI tools, and any related websites or applications (collectively, the "Services").

Please read these Terms carefully. By creating an account, accessing the Services, or clicking any "I agree" or equivalent button, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

Section 02

Who Operates Spots

The Services are operated by Digicore, a business duly registered under the laws of the Federal Republic of Nigeria with the Corporate Affairs Commission (CAC). Digicore is the sole owner of the Spots platform, all associated intellectual property, and the registered business entity responsible for all legal obligations arising from these Terms.

Spots is a product brand and trading name used by Digicore. Nothing in these Terms creates a separate legal entity called "Spots." In any legal proceeding, arbitration, regulatory inquiry, or dispute, the legal counterparty is Digicore.

Section 03

Eligibility & Registration

To use the Services you must:

• Be at least 18 years old, or have the legal capacity to enter binding contracts in your jurisdiction.
• Provide accurate, current, and complete information when creating your account.
• Keep your account credentials secure and not share them with any other person.
• Promptly update your account information if it changes.

You may not create an account if you have been previously suspended or banned from Spots or if you are prohibited by applicable law from using the Services.

If you register on behalf of a business or organisation, you represent that you have authority to bind that entity to these Terms, and "you" in these Terms refers to both you individually and that entity.

Section 04

Merchant Terms

4.1 Your storefront

As a merchant, Spots provides you with an isolated, multi-tenant storefront environment — including a unique subdomain (e.g., yourstore.spots.com), a dedicated database, and access to the platform's merchant features. You are responsible for all content, products, pricing, descriptions, images, and other materials you publish on your storefront.

4.2 Product listings and accuracy

You agree that all products and services you list are accurately described, legally permitted for sale in Nigeria (and in any other jurisdiction you ship to), and that you have the rights or permissions to sell them. You must not list products that are counterfeit, prohibited by law, or misrepresented.

4.3 Order fulfilment

You are solely responsible for fulfilling orders placed on your storefront — including production, packaging, delivery logistics, and customer communication. Spots provides the platform and tools; it does not fulfil orders on your behalf and is not party to the transaction between you and your customers.

4.4 Custom orders and quotes

Where you use the custom request and quoting feature, you are solely responsible for the accuracy of quotes you issue, the delivery of commissioned products, and any disputes arising from a custom order. Spots provides the workflow infrastructure only.

4.5 Inventory accuracy

You are responsible for configuring your ingredient base pools and product quantities accurately. While Spots' inventory engine uses ACID transactions and Redis cart reservations to prevent overselling, it relies on the data you provide. Spots is not liable for overselling that results from incorrect inventory configuration.

4.6 Taxes and compliance

You are solely responsible for determining, collecting, and remitting any applicable taxes (including VAT and withholding tax) on your sales. Spots does not automatically calculate or collect taxes on your behalf. It is your responsibility to comply with all applicable tax laws in Nigeria and any other jurisdiction where you conduct business.

4.7 Customer relationships

Your customers are your customers — not ours. You are responsible for managing customer expectations, handling refunds, and resolving disputes with buyers. Spots may provide communication tools, but the merchant-customer relationship, including any consumer protection obligations, rests with you.

Section 05

Developer Terms

5.1 Developer accounts

Developer accounts are for individuals or entities who wish to build and sell themes on the Spots marketplace. By registering as a developer, you agree to these Terms in full, including this section.

5.2 Theme submission and review

Themes submitted to the marketplace are subject to a review process. We reserve the right to approve, reject, request changes to, or remove any theme at our sole discretion. Grounds for rejection include but are not limited to: poor code quality, security vulnerabilities, misleading descriptions, copyright infringement, or incompatibility with platform standards.

5.3 Theme content and licence

By submitting a theme, you represent and warrant that:

• You are the sole original creator of the theme, or have full rights to all third-party assets included.
• The theme does not infringe any third party's intellectual property rights.
• The theme does not contain malicious code, hidden data collection, or any functionality not disclosed in the theme description.

You grant Digicore a non-exclusive, worldwide, royalty-free licence to host, display, and distribute your theme through the Spots marketplace for the purpose of licensing it to merchants.

5.4 Revenue share and payouts

Developers receive 80% of the net sale price of each theme licence sold through the Spots marketplace. Digicore retains 20% as a platform fee. Payouts are processed to your registered payout wallet on a schedule published in the developer portal. Digicore reserves the right to adjust the revenue share percentage with 30 days' written notice to developers.

5.5 API key usage

Your API key is personal to your developer account. You must not share, publish, or otherwise expose your API key to third parties. You are responsible for all API calls made using your key. We reserve the right to revoke any key that we reasonably believe has been compromised or misused.

Section 06

Payments & Fees

6.1 Subscription fees

Merchant accounts are billed on a recurring monthly basis in accordance with the plan selected at registration. All prices are displayed in Nigeria Naira (NGN) and billed in the currency supported by the applicable payment processor at the time of payment. Fees are non-refundable except as expressly set out in this section.

6.2 Free trial

New merchant accounts are eligible for a 14-day free trial. No payment method is required to start a trial. If you upgrade to a paid plan during or after the trial, billing begins on the date you confirm your plan. Trial accounts are subject to feature limitations at our discretion.

6.3 Transaction fees

In addition to subscription fees, Spots charges a platform transaction fee on each order processed through your storefront. The applicable rate is determined by your plan. These fees are deducted from order proceeds before disbursement. Current rates are published on the Pricing page and may be updated with 30 days' notice.

6.4 Payment processors

Payments are processed by Paystack, Stripe and other payment methods spots provides. By using Spots, you agree to be bound by the applicable terms of service of the payment processor used for your region. Spots is not liable for any failures, delays, or errors caused by payment processors.

6.5 Failed payments and suspension

If a subscription payment fails, we will attempt to retry the charge up to three times over seven days. If payment remains unsuccessful, your account may be suspended. Suspended accounts retain their data for 30 days, after which the account may be terminated and data permanently deleted.

6.6 Refunds

Subscription fees are non-refundable. If you cancel your plan mid-billing cycle, you retain access to the Services until the end of the paid period. Exceptions may be made at our sole discretion in cases of significant platform outage or billing error.

Section 07

Acceptable Use

You agree not to use Spots to:

• Violate any applicable Nigerian law, regulation, or court order, or any law applicable in jurisdictions where your customers are located.
• Sell or promote illegal goods or services, including but not limited to counterfeit products, controlled substances, or items prohibited under Nigerian law.
• Engage in fraudulent activity, including fake orders, chargeback fraud, or impersonation.
• Attempt to gain unauthorised access to Spots' systems, another merchant's database, or any user's account.
• Reverse-engineer, decompile, or attempt to extract the source code of the Spots platform.
• Introduce malware, viruses, or any code designed to disrupt or damage the Services.
• Use the platform to send unsolicited commercial communications (spam) to customers.
• Circumvent or disable any security or rate-limiting features of the platform.
• Resell or sublicence access to the Services without our written consent.
• Use automated scraping tools or bots against the Spots platform or any storefront hosted on it.

Section 08

Intellectual Property

8.1 Spots platform IP

The Spots platform — including its software, design, codebase, APIs, logos, brand identity, and documentation — is the exclusive intellectual property of Digicore. Nothing in these Terms transfers any ownership of Digicore's intellectual property to you.

8.2 Your content

You retain ownership of all content you upload to Spots — product images, descriptions, logos, and custom order materials. By uploading content, you grant Digicore a limited, non-exclusive licence to host, display, and transmit that content solely for the purpose of providing the Services. We will not use your content for marketing without your explicit consent.

8.3 Feedback

If you submit feedback, feature suggestions, or bug reports, you agree that Digicore may use that feedback freely without obligation to you. Feedback does not give you any ownership rights in the platform.

8.4 Theme marketplace

Purchasing a theme licence grants you a non-exclusive, non-transferable right to use that theme on your Spots storefront. It does not transfer ownership of the theme's source code or any rights to redistribute, resell, or modify the theme for use outside the Spots platform.

Section 09

Third-Party Services

The Services integrate with third-party providers including Paystack, Stripe, and Google Maps Platform. Your use of these integrations is also subject to the respective third-party terms and privacy policies. Digicore is not responsible for the actions, availability, accuracy, or content of any third-party service.

Digicore is not liable for any loss or damage arising from your reliance on third-party services connected to Spots, including payment failures, mapping inaccuracies, or service outages on third-party infrastructure.

Section 10

Availability & Uptime

We aim to maintain high availability of the Spots platform but do not guarantee uninterrupted service. The platform may be unavailable due to scheduled maintenance (for which we will provide advance notice where possible), emergency fixes, third-party infrastructure failures, or circumstances beyond our reasonable control.

We do not offer any contractual Service Level Agreement (SLA) at this time. Platform status is published at spots.com/status.

Section 11

Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Digicore does not warrant that: (a) the Services will meet your specific requirements; (b) the Services will be error-free or uninterrupted; (c) defects will be corrected within any particular timeframe; or (d) the results obtained from the Services will be accurate or reliable.

Digicore is a platform provider and is not responsible for the products, services, quality, safety, or legality of items sold by merchants through Spots storefronts.

Section 12

Limitation of Liability

To the fullest extent permitted by Nigerian law, Digicore's total aggregate liability to you for any claims arising out of or related to these Terms or the Services — whether in contract, tort, negligence, or otherwise — shall not exceed the greater of: (a) the total fees paid by you to Spots in the three (3) months immediately preceding the event giving rise to the claim; or (b) ₦50,000 (fifty thousand Naira).

In no event shall Digicore be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, loss of data, or loss of goodwill, even if advised of the possibility of such damages.

These limitations apply regardless of the legal theory under which the claim is brought and shall survive the termination of these Terms.

Section 13

Indemnification

You agree to indemnify, defend, and hold harmless Digicore, its directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Services in violation of these Terms.
• Content you upload, publish, or transmit through the Services.
• Products or services you sell through your Spots storefront.
• Any dispute between you and your customers.
• Your violation of any applicable law or the rights of a third party.
• Any theme you submit to the marketplace that infringes a third party's intellectual property rights.

Section 14

Termination

14.1 Termination by you

You may cancel your account at any time from your dashboard settings. Cancellation takes effect at the end of your current billing period. After cancellation, your storefront will be taken offline and your data will be retained for 90 days before permanent deletion. You may request immediate deletion of your data by emailing privacy@spots.com.

14.2 Termination by Digicore

We reserve the right to suspend or terminate your account at any time, with or without notice, if we reasonably believe you have: violated these Terms; engaged in fraudulent activity; posed a security risk to the platform or other users; or for any other reason at our sole discretion. Where practicable, we will give you reasonable advance notice and an opportunity to resolve the issue.

14.3 Effect of termination

Upon termination, your right to access the Services ceases immediately. Sections covering intellectual property, disclaimers, limitation of liability, indemnification, and governing law survive termination.

Section 15

Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be referred to good-faith negotiation between the parties. If not resolved within 30 days, the dispute shall be submitted to mediation in accordance with the rules of the Lagos Multi-Door Courthouse (LMDC) or such other mediation body as both parties agree.

If mediation fails, the dispute shall be finally resolved by arbitration seated in Lagos, Nigeria, conducted in English, under the Arbitration and Conciliation Act (Cap A18, LFN 2004). The decision of the arbitrator shall be final and binding on both parties.

Nothing in this section prevents Digicore from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

Section 16

Changes to These Terms

We may update these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page, display a notice within the Spots merchant dashboard, and email registered merchants where the change is significant. Your continued use of the Services after the effective date of any update constitutes your acceptance of the revised Terms. If you do not agree with any change, your only remedy is to stop using the Services and close your account.

Section 17

Contact

All legal notices, questions about these Terms, or disputes should be directed to Digicore, operators of Spots: