Please read these Terms of Service carefully before using the NGN Market platform. By accessing or using any part of the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

1. Definitions

As used in these Terms, the following words have the meanings set out below:

• "NGN Market", "we", "us", or "our" refers to NGN Market and its operators.
• "Services" means all products, features, tools, data, content, APIs, widgets, and functionalities made available through the NGN Market platform, whether accessed via the website, API, or any other channel.
• "User", "you", or "your" means any individual or entity that accesses or uses the Services, including visitors, registered account holders, and API subscribers.
• "Content" means all market data, text, analysis, commentary, financial information, software, and other materials available through the Services.
• "Subscription" means a paid plan that grants access to premium features of the Services.
• "API" means the NGN Market application programming interface made available to developers and enterprise users.

2. Acceptance of Terms

By creating an account, accessing the Services, or clicking to accept these Terms where that option is made available to you, you enter into a binding legal agreement with NGN Market. These Terms apply to all visitors, registered users, subscribers, and any other person or entity that accesses any part of the Services. If you are using the Services on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

3. Description of Services

NGN Market provides financial data, analytics, and information tools relating to the Nigerian Exchange (NGX) and the broader Nigerian capital markets. The Services include, without limitation:

• Real-time and delayed market data covering equities, ETFs, bonds, forex, and indices
• Stock screening, charting, and analysis tools
• AI-powered market assistant and portfolio analysis features
• Dividend calendar and corporate action disclosures
• Watchlists and portfolio tracking
• Embeddable market data widgets
• Developer API access
• Market news, insights, and educational content

We reserve the right to add, modify, or discontinue any feature or aspect of the Services at any time, with or without notice, at our sole discretion.

4. Eligibility

You must be at least 18 years of age to register for an account or use any paid features of the Services. By registering, you represent and warrant that you meet this requirement and that all information you provide is accurate and truthful. We reserve the right to terminate accounts where this representation is found to be false.

5. User Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

• Provide accurate, current, and complete registration information and keep it updated
• Safeguard your password and not disclose it to any third party
• Notify us immediately upon becoming aware of any unauthorised use of your account
• Accept full responsibility for all activities conducted under your account, whether or not authorised by you
• Not share account access with other individuals, particularly on paid plans

We are not liable for any loss or damage arising from your failure to comply with this section.

6. Subscription Plans and Billing

NGN Market offers free and paid Subscription tiers. The following terms govern all paid Subscriptions:

• By subscribing to a paid plan, you authorise us to charge your designated payment method on a recurring basis at the frequency you select (monthly or annually)
• Subscriptions renew automatically at the end of each billing cycle unless you cancel before the renewal date
• You may cancel your Subscription at any time; cancellation will take effect at the close of the then-current billing period, after which you will not be charged further
• All fees are non-refundable except where required by applicable law; no refunds or credits are provided for unused portions of a billing period
• We reserve the right to adjust pricing upon no less than 30 days' advance notice to active subscribers; your continued use after the effective date constitutes acceptance of the new pricing
• If a payment fails, we will make reasonable attempts to collect payment; if the failure remains uncured for 7 days following notice, we may downgrade your account to the free tier or suspend access
• All prices are stated exclusive of applicable taxes; you are responsible for any taxes arising from your purchase

Payment processing is carried out by a third-party provider. We do not store your full payment card details on our systems.

7. AI-Powered Features

Certain Services include AI-generated outputs such as market commentary, portfolio summaries, and query responses. By using these features, you acknowledge and agree that:

• AI outputs are generated automatically and may be inaccurate, incomplete, or outdated
• AI-generated content does not constitute financial, investment, legal, or tax advice and must not be relied upon as such
• You use AI-generated outputs entirely at your own risk
• You should not input sensitive personal or confidential information into AI chat sessions
• The processing of AI queries is subject to our Privacy Policy

8. Developer API

Access to the NGN Market API is granted subject to the following conditions:

• API keys are issued to the registered account holder and are non-transferable
• You are solely responsible for securing your API keys; you must not share, publish, or embed them in publicly accessible code
• API usage is subject to rate limits determined by your plan; sustained or abusive overuse may result in throttling, suspension, or termination of access
• You may not sell, sublicense, or otherwise transfer API access or data obtained through the API to any third party
• You may not use the API to build a product or service that substantially replicates or competes with the Services
• Any public-facing product powered by the API must include a clear attribution to NGN Market as the data source
• We may revoke API access at any time for breach of these Terms

9. Embeddable Widgets

NGN Market makes embeddable widgets available for display of market data on third-party websites. Your use of our widgets is subject to the following:

• Widgets may only be embedded on websites that you own or are authorised to manage
• You may not modify, reverse-engineer, decompile, or extract data from the widget code
• NGN Market branding embedded within widgets must remain visible and unaltered
• We may update, suspend, or discontinue widgets at any time without liability to you
• Use of widgets for commercial data distribution or as a substitute for a paid data licence requires our prior written consent

10. Prohibited Conduct

You agree that you will not, directly or indirectly:

• Use the Services for any purpose that is unlawful or in violation of these Terms
• Scrape, crawl, spider, or systematically extract Content from the platform by any means not expressly permitted
• Resell, sublicense, redistribute, or otherwise commercially exploit any Content obtained through the Services
• Use Content obtained through the Services to build, train, or improve any competing data product, financial information service, or machine learning model
• Attempt to gain unauthorised access to any part of the Services, our systems, or the accounts of other users
• Transmit any virus, malware, or other harmful code
• Interfere with or disrupt the integrity or performance of the Services or the infrastructure supporting them
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Circumvent any technical measures, rate limits, access controls, or subscription restrictions
• Use the Services in a manner that facilitates market manipulation, fraud, or any other unlawful financial activity

Violation of this section may result in immediate suspension or termination of your account and, where appropriate, referral to law enforcement.

11. Data and Intellectual Property

All Content, features, and functionality available through the Services, including market data compilations, analysis tools, editorial content, the NGN Market brand, trade marks, logos, and software, are the property of NGN Market or its licensors and are protected under applicable intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your personal or internal business purposes, strictly in accordance with these Terms. This licence does not permit you to resell, sublicense, reproduce, or create derivative works from any Content.

Nothing in these Terms transfers any ownership or intellectual property rights to you. All rights not expressly granted are reserved.

12. Third-Party Services and Links

The Services may contain links to or integrations with third-party websites, data providers, or services (including the Nigerian Exchange). We do not endorse, control, or assume responsibility for the content, accuracy, or practices of any third-party service. Your interactions with third parties are governed solely by the terms and policies of those third parties. We shall not be liable for any loss or damage arising from your use of any third-party service.

13. Financial Disclaimer

Nothing on NGN Market constitutes financial, investment, legal, or tax advice. NGN Market is not a licensed investment adviser, broker-dealer, fund manager, or financial institution. The Services are provided for informational and educational purposes only. No Content, tool, or feature on the platform should be construed as a recommendation to buy, sell, or hold any security or financial instrument.

All investments carry risk, including the possible loss of capital invested. Past performance is not indicative of future results. You should conduct your own due diligence and consult a qualified and licensed financial adviser before making any investment decision.

14. Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, NGN Market expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, or free of viruses or other harmful components. Market data is sourced from third parties and provided as received; we make no representations as to its accuracy, completeness, or timeliness. Any reliance you place on such data is at your own risk.

15. Limitation of Liability

To the fullest extent permitted by applicable law, NGN Market, its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages of any kind arising out of or in connection with your use of or inability to use the Services, including but not limited to investment losses, loss of data, loss of revenue or profits, loss of goodwill, or business interruption, even if we have been advised of the possibility of such damages.

Our aggregate liability to you for any claim arising under or in connection with these Terms shall not exceed the total amounts paid by you to NGN Market in the twelve (12) months immediately preceding the event giving rise to the claim, or NGN 10,000, whichever is greater.

16. Indemnification

You agree to defend, indemnify, and hold harmless NGN Market and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of or access to the Services; (b) your breach of any provision of these Terms; (c) your violation of any applicable law or regulation; or (d) any claim by a third party arising from your conduct in connection with the Services.

17. Account Suspension and Termination

We may suspend or terminate your access to the Services, with or without notice, if:

• You breach any provision of these Terms
• We reasonably suspect fraudulent, abusive, or unlawful conduct in connection with your account
• Payment due from you remains uncured for more than 7 days after notice
• We are required to do so by law, court order, or applicable regulatory authority
• We determine that continuation of your account would expose us or other users to legal or reputational risk

You may terminate your account at any time by contacting us or using the account deletion feature, where available. Termination does not relieve you of any obligations accrued prior to the termination date.

Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive termination (including intellectual property, disclaimer of warranties, limitation of liability, indemnification, and governing law) shall survive termination of these Terms.

18. Force Majeure

NGN Market shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay arises from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, power or internet outages, actions of governmental or regulatory authorities, exchange or market closures, third-party data provider failures, or civil unrest.

19. Changes to These Terms

We may amend these Terms at any time. For changes that materially affect your rights or obligations, we will provide at least 14 days' prior notice via email or a prominent notice on the platform. Your continued use of the Services after the effective date of the amended Terms constitutes your acceptance of those changes. If you do not agree with the amended Terms, you must cease using the Services before the effective date.

20. Governing Law and Dispute Resolution

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

Any dispute, controversy, or claim arising out of or relating to these Terms, including any question regarding their existence, validity, or termination, shall first be referred to good-faith negotiations between the parties. If the dispute is not resolved within 30 days of written notice from either party, it shall be finally settled by binding arbitration conducted in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act 2023. The arbitration shall be conducted before a sole arbitrator agreed upon by the parties, or failing such agreement, appointed in accordance with that Act. The language of arbitration shall be English. The arbitrator's award shall be final and binding.

Notwithstanding the foregoing, either party may seek urgent interlocutory or injunctive relief from a court of competent jurisdiction without first submitting to arbitration.

To the extent permitted by law, you waive any right to bring or participate in any class action, collective proceeding, or representative action against NGN Market.

21. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any additional terms applicable to specific features, constitute the entire agreement between you and NGN Market with respect to the Services and supersede all prior or contemporaneous communications and proposals.

Severability. If any provision of these Terms is held by a court or arbitrator to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by NGN Market in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

22. Contact

For legal enquiries or questions about these Terms, please contact us through the platform or reach us on Twitter or LinkedIn.