Terms of Service

Last Updated: 07.20.2026

Version: 1.0 Effective Date: [07.25.2026] Last Updated: [07.20.2026]

Document Purpose

These Terms of Service (the "Terms") govern your access to and use of the NaijaAssets Platform. They establish a binding legal agreement between you and the entity operating the Platform. Please read them carefully.

Contact Information

Legal Notices: legal@legal.naijaassets.com Primary Website: https://naijaassets.com

Definitions
Acceptance
Eligibility
Account Registration
Subscriptions and Billing
AI Features
User Generated Content
Intellectual Property
Acceptable Use
Third-Party Services
Termination and Suspension
Disclaimers
Limitation of Liability
Indemnification
Dispute Resolution
Governing Law
Beta and Experimental Features
Changes to These Terms
Miscellaneous
Contact

1. Definitions

"AI Features" means artificial intelligence capabilities available on the Platform, including but not limited to AI Tutors, AI Whiteboards, AI Voice, AI Vision, AI Homework, AI Assessments, AI Agents, AI-generated content, learning recommendations, adaptive learning, automated grading, and any future AI-based functionality.

"Content" means all materials, data, information, text, images, audio, video, software, algorithms, recordings, documents, and works made available through the Platform, whether created by NaijaAssets, Teachers, Students, or third parties.

"NaijaAssets," "Company," "we," "us," "our" means the entity operating the Platform, which may include successors, assigns, subsidiaries, parent companies, affiliates, and related entities.

"Platform" means the NaijaAssets website, mobile applications, desktop applications, browser extensions, APIs, enterprise software, and all related services and features, including current and future offerings.

"Recording" means pre-recorded educational content made available through the Platform, including live class recordings and archived lessons.

"Services" means all features, functionality, content, and products provided through the Platform.

"Student" means a user who accesses educational content on the Platform.

"Subscription" means a recurring paid plan that grants access to specified Platform features, including subject-specific access, recording access, or premium tiers such as Subject Subscription, Rex, Rex Pro, Vault Pass, and any future subscription offerings.

"Beta Features" means features, functionality, products, or services that are identified as beta, pilot, preview, early access, experimental, or similar designation, which may contain bugs, errors, or incomplete functionality and may be modified or discontinued at any time without notice.

"Parent" means a parent or legal guardian of a Student.

"Teacher" means an independent contractor who creates and delivers educational content on the Platform.

"User," "you," "your" means any individual or entity accessing or using the Platform.

2. Acceptance

2.1 Acceptance of Terms

By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

2.2 Acceptance on Behalf of Others

If you are accepting these Terms on behalf of a legal entity, an educational institution, an organization, or a minor for whom you are the legal guardian, you represent and warrant that you have the authority to bind that entity or individual to these Terms.

2.3 Supplementary Policies

Your use of the Platform is also governed by our Privacy Policy, Cookie Policy, Acceptable Use Policy, Community Guidelines, AI Usage Policy, User Generated Content Policy, and any other policies referenced herein or published on the Platform. All such policies are incorporated by reference into these Terms.

3. Eligibility

3.1 Age Requirement

You must be at least 13 years of age to use the Platform. If you are between 13 and 18 years of age (or the age of majority in your jurisdiction), you must have your parent or legal guardian review and accept these Terms on your behalf.

3.2 Parental Consent

If you are a parent or guardian who has accepted these Terms on behalf of a minor, you are responsible for that minor's use of the Platform and for all activities occurring under their account.

3.3 Prohibited Persons

You may not use the Platform if you are located in a jurisdiction where the Platform's services are restricted by law, or if you have been previously suspended or terminated from the Platform.

4. Account Registration

4.1 Account Creation

You must create an account to access certain features of the Platform. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

4.2 Account Responsibility

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

4.3 Account Limitations

Accounts are personal and non-transferable. Simultaneous login from multiple devices may be restricted. Future family plans or enterprise accounts may be subject to different limitations.

4.4 Account Status

Accounts remain active after Subscription expiration. Subscription determines access; authentication does not determine permissions.

5. Subscriptions and Billing

5.1 Subscription Plans

The Platform offers various Subscription plans. Current offerings may include Subject Subscription, Rex, Rex Pro, and Vault Pass. We may introduce, modify, or discontinue Subscription plans at any time, subject to applicable law.

5.2 Billing

Subscriptions are billed monthly and automatically renew unless cancelled before the renewal date. You authorize us or our payment processors to charge your designated payment method on a recurring basis.

5.3 Payment Processors

We use third-party payment processors, including Stripe, and may use additional processors in the future. We do not store full payment credentials on our servers. Payment processing is subject to the applicable processor's terms and policies.

5.4 Grace Period

If a payment fails, you will have a five-day grace period to resolve the issue. During the grace period, Subscription benefits may continue at our discretion. If payment is not received within the grace period, your Subscription will be suspended and premium access will be removed. Your account and history will remain active.

5.5 Taxes

You are responsible for all applicable taxes, fees, and government charges associated with your Subscription. We may adjust pricing to account for tax obligations.

5.6 Price Changes

We may change Subscription fees at any time, with notice where required by law. Continued use after a price change constitutes acceptance of the new fees.

5.7 No Permanence

Subscription offerings, features, and pricing are not permanent. References to specific Subscription tiers are descriptive of current offerings and do not guarantee continued availability.

6. AI Features

6.1 AI Capabilities

The Platform incorporates AI Features that may include AI Tutors, AI Whiteboards, AI Voice interactions, AI Vision, AI Homework assistance, AI Assessments, AI-generated quizzes, AI Agents, adaptive learning, automated grading, learning recommendations, AI avatars, real-time AI teaching, AI-generated notes, AI-generated assignments, and other AI-powered functionality.

6.2 AI Limitations

AI Features are provided as a supplement to, not a replacement for, human instruction and judgment. AI Features may generate incorrect, incomplete, or inappropriate content. They may hallucinate, misunderstand questions, or produce inaccurate information. You should independently verify any AI-generated content before relying on it.

6.3 No Educational Guarantees

We do not guarantee that AI Features will improve academic performance, exam results, grades, learning outcomes, or any other educational metric.

6.4 AI Changes

AI Features may change over time. We may modify, update, replace, or discontinue AI models, AI Features, or AI-powered functionality at any time.

6.5 Third-Party Models

AI Features may incorporate third-party models, APIs, or services. Your use of AI Features may be subject to additional terms imposed by third-party providers.

6.6 Internet Required

AI Features require an internet connection and may require an active Subscription. Availability may vary by region.

6.7 AI Content

Content generated by AI Features is considered Content under these Terms. We make no warranty regarding the accuracy, reliability, or quality of AI-generated Content.

7. User Generated Content

7.1 User Submissions

Users may submit Content to the Platform, including assignments, questions, images, documents, feedback, comments, videos, scholarship applications, competition entries, rewards submissions, community content, and other materials.

7.2 Ownership

You retain ownership of Content you create and submit, subject to the licenses granted under these Terms.

7.3 License to NaijaAssets

By submitting Content to the Platform, you grant NaijaAssets a worldwide, perpetual, irrevocable, transferable, royalty-free, sublicensable license to use, host, store, reproduce, modify, adapt, translate, distribute, publish, display, perform, create derivative works from, and otherwise exploit your Content for the purposes of operating, improving, promoting, and providing the Platform and our Services. This license survives termination of your account to the extent necessary for continued operation of the Platform.

7.4 No Compensation

Submission of Content does not guarantee publication, compensation, attribution, or continued availability. We reserve the right to remove, modify, or refuse to publish any Content at our sole discretion.

7.5 User Warranties

You represent and warrant that: (a) you own your Content or have the necessary licenses, rights, consents, and permissions to grant the licenses set forth in these Terms; (b) your Content does not infringe any third-party intellectual property or other rights; and (c) your Content complies with these Terms and all applicable laws.

8. Intellectual Property

8.1 Platform Ownership

NaijaAssets owns or licenses all intellectual property rights in the Platform, including software, code, graphics, design, algorithms, AI systems, brand elements, logos, course structure, platform architecture, documentation, and all related technology, except where otherwise expressly stated.

8.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended educational purposes, subject to these Terms.

8.3 Restrictions

You may not copy, modify, reverse engineer, decompile, disassemble, create derivative works from, frame, scrape, or exploit any portion of the Platform except as expressly authorized in writing.

8.4 Feedback

If you provide suggestions, ideas, or feedback about the Platform, you grant us an unrestricted, perpetual, irrevocable right to use such feedback without compensation or attribution.

9. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with our Acceptable Use Policy and Community Guidelines, which are incorporated by reference. Prohibited conduct includes but is not limited to:

Violating any applicable law or regulation, including export control and economic sanctions laws
Infringing intellectual property or other rights
Uploading harmful code, malware, or malicious content
Engaging in fraud, deception, or misrepresentation
Interfering with the operation of the Platform
Accessing or attempting to access unauthorized areas of the Platform
Using automated tools to scrape, data mine, or extract Content without authorization
Impersonating any person or entity
Violating applicable export control, economic sanctions, or trade embargo laws, including but not limited to laws administered by the United States Office of Foreign Assets Control (OFAC)

10. Third-Party Services

10.1 Third-Party Providers

The Platform may integrate with or link to third-party services, including payment processors, analytics providers, cloud infrastructure, AI model providers, and other service providers. We are not responsible for the acts or omissions of third-party providers.

10.2 External Links

The Platform may contain links to third-party websites or services. We do not endorse, control, or assume responsibility for third-party content or practices.

11. Termination and Suspension

11.1 Termination by You

You may terminate your account at any time by following the account deletion process on the Platform. Termination does not relieve you of payment obligations incurred before termination.

11.2 Termination by NaijaAssets

We may suspend or terminate your account, Subscriptions, or access to the Platform at any time, with or without cause, with or without notice, where permitted by applicable law.

11.3 Effect of Termination

Upon termination: (a) your right to access the Platform ceases; (b) Subscriptions are cancelled; (c) any pending transactions may be processed; and (d) surviving provisions of these Terms continue to apply.

11.4 Investigation

We reserve the right to investigate suspected violations, suspend accounts during investigation, cooperate with law enforcement, retain evidence, and disclose information as required by law.

12. Disclaimers

12.1 Platform Provided "As Is"

THE PLATFORM AND ALL CONTENT, FEATURES, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

12.2 Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT
UNINTERRUPTED OR ERROR-FREE OPERATION
SECURITY OR FREEDOM FROM VULNERABILITIES
COMPATIBILITY WITH YOUR DEVICES OR SOFTWARE
AI ACCURACY, RELIABILITY, OR APPROPRIATENESS
EDUCATIONAL OUTCOMES, EXAM RESULTS, OR ACADEMIC PERFORMANCE
TEACHER AVAILABILITY, QUALITY, OR CONTINUED ENGAGEMENT

12.3 No Guarantee of Availability

We do not guarantee that the Platform or any feature will be available at any particular time or location, or that we will continue to offer any particular Service for any particular duration.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NAIJAASSETS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
LOST GRADES, EDUCATIONAL OPPORTUNITIES, SCHOLARSHIPS, OR ACADEMIC STANDING
DATA LOSS, DATA BREACH, OR UNAUTHORIZED ACCESS
PLATFORM OUTAGES, SERVICE INTERRUPTIONS, OR UNAVAILABILITY
CYBER ATTACKS, HACKING, OR SECURITY INCIDENTS
ACTS OR OMISSIONS OF TEACHERS, OTHER USERS, OR THIRD PARTIES
AI MISTAKES, HALLUCINATIONS, ERRORS, OR INACCURACIES
PAYMENT PROCESSOR FAILURES, CLOUD INFRASTRUCTURE FAILURES, OR TECHNOLOGY FAILURES
FORCE MAJEURE EVENTS, GOVERNMENT ACTIONS, OR NATURAL DISASTERS

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR IF YOU HAVE NOT PAID US ANY AMOUNTS, THEN ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to indemnify, defend, and hold harmless NaijaAssets, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Your Content or any content you submit through the Platform
Your use or misuse of the Platform
Your violation of these Terms, applicable laws, or third-party rights
Your fraud, deception, or misconduct
Any claims brought by third parties arising from your Platform activities

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal dispute, you agree to contact us at legal@legal.naijaassets.com and attempt to resolve the dispute informally for a period of sixty (60) days.

15.2 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform shall be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, rather than in court, except that you may assert claims in small claims court if the claims qualify. The arbitration shall be conducted in English by a single arbitrator. The arbitrator's decision shall be final and binding. Nothing in this section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or operations.

15.3 Class Action Waiver

YOU AND NAIJAASSETS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED PROCEEDING. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE, THE ENTIRE DISPUTE RESOLUTION PROVISION SHALL BE SEVERABLE.

15.4 Venue

Subject to the arbitration provision, any legal proceedings shall be brought in the jurisdiction of the Company's then-current principal place of business, or in such other jurisdiction as may be required by applicable law.

16. Governing Law

16.1 Pre-Incorporation

Prior to incorporation, these Terms shall be governed by the laws of the State of New Mexico, United States of America, without regard to conflict-of-law principles. Any dispute not subject to arbitration shall be resolved in the state or federal courts located in New Mexico.

16.2 Post-Incorporation

Upon incorporation, these Terms shall be governed by the laws of the Company's state of incorporation, which is expected to be the State of New Mexico, United States of America. The governing law shall automatically transition upon incorporation without requiring an amendment to these Terms.

16.3 Consumer Protections

Nothing in this section limits any non-waivable consumer protection rights you may have under applicable law.

17. Beta and Experimental Features

17.1 Beta Features

From time to time, we may offer Beta Features on the Platform. Beta Features are provided "AS IS," "WITH ALL FAULTS," and "AS AVAILABLE" without any warranty whatsoever.

17.2 No Obligation

We have no obligation to make Beta Features generally available, to continue offering them, or to provide support or maintenance for any Beta Feature.

17.3 Feedback

Your use of Beta Features is voluntary, and any feedback you provide regarding Beta Features may be used by us without restriction or compensation.

17.4 Termination

We may modify, suspend, or discontinue any Beta Feature at any time, with or without notice, and without liability to you or any third party.

18. Changes to These Terms

18.1 Right to Modify

We reserve the right to modify these Terms at any time. We will provide notice of material changes through the Platform, by email, or through other reasonable means.

18.2 Continued Use

Your continued use of the Platform after the effective date of modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Platform.

18.3 Historical Versions

Previous versions of these Terms may be requested by contacting us at legal@legal.naijaassets.com.

19. Miscellaneous

19.1 Entire Agreement

These Terms, together with all policies incorporated by reference, constitute the entire agreement between you and NaijaAssets regarding your use of the Platform.

19.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

19.3 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that or any other provision.

19.4 Assignment

We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, asset sale, corporate restructuring, or change of control. You may not assign these Terms without our prior written consent.

19.5 Corporate Events

These Terms automatically continue in full force and effect through any merger, acquisition, asset sale, stock sale, reorganization, change of control, rebranding, or other corporate transaction involving the Company.

19.6 Relationship

Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between you and NaijaAssets. Teachers are independent contractors and not employees of NaijaAssets.

19.7 Notices

Notices to NaijaAssets must be sent to legal@legal.naijaassets.com. Notices to you may be sent to the email address associated with your account.

19.8 Interpretation

Section headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa where the context requires.

20. Contact

For questions, concerns, or legal notices, please contact us at:

Email: legal@legal.naijaassets.com Website: https://naijaassets.com