ACCESS RIGHTS

The Company permits You to use the Product only in accordance with the terms of this Agreement. Subject to your payment of the applicable Subscription Fees and your compliance with the other terms of this Agreement, the Company grants to You a limited, personal, non-exclusive, non-transferable, and non-assignable (except as this Agreement otherwise provides) right to use the Product and Documentation as set forth in this Agreement.

DATA USE RESTRICTIONS

In accessing the Product provided via e-Markets Portal, You agree that You will not, without the prior written consent of the Company, sell, licence, sub-licence, distribute, lease, or otherwise transfer or allow the transfer of the Product, or any backup copy, to third parties, or use the product in any manner inconsistent with the rights granted by way of the aforesaid access. Where the Product is disseminated, or used in a manner that is prohibited, the Company reserves the right to deactivate the Authorised Representative(s)’ profile from the Data Portal, e-Markets Portal and if required, seek legal reliefs.

Access details to the Product is strictly on a per User basis and should not be shared or transferred by You, the Company reserves the right to take corrective measures as stated in Clause above.

SUBSCRIPTION FEE

The relevant Subscription Fee must be paid before access to the Product is granted.

ORDER FORM

To gain access to the Product for a Term (yearly), the Company shall transmit an Order Form to You, which You shall execute and transmit to the Company.

Upon receipt of the executed Order Form and confirmation that relevant Subscription Fee has been received by the Company, access to the Product for the Term shall be granted.

COPYRIGHT AND PROPRIETARY INFORMATION

The Company and its suppliers reserve all rights with respect to the Product, Documentation and any copies under all applicable national and international laws and treaties for the protection of Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks, and patents. Any rights not expressly granted to You in this Agreement are retained by the Company and its suppliers. Except as otherwise provided in this Agreement, You shall not cause or permit unauthorised copying, reproduction, or disclosure of any This document should be completed when requesting access to the FMDQ Exchange e-Markets Portal portion of the Product or Documentation, or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of the Company. This restriction shall continue beyond the termination of this Agreement.

COPYRIGHT AND PROPRIETARY INFORMATION

The Company and its suppliers reserve all rights with respect to the Product, Documentation and any copies under all applicable national and international laws and treaties for the protection of Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks, and patents. Any rights not expressly granted to You in this Agreement are retained by the Company and its suppliers. Except as otherwise provided in this Agreement, You shall not cause or permit unauthorised copying, reproduction, or disclosure of any This document should be completed when requesting access to the FMDQ Exchange e-Markets Portal portion of the Product or Documentation, or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of the Company. This restriction shall continue beyond the termination of this Agreement.

LIMITATION OF LIABILITIES

In no event will the Company, its product developers or suppliers have any obligation or liability (whether in tort, contract, warranty or otherwise and notwithstanding any fault, negligence, product liability, or strict liability), for any indirect, incidental, special, or consequential damages, including but not limited to, lost revenue, loss of or damage to data, profits or business interruption losses, sustained or arising from or related to the product, documentation or services, even if advised of the possibility of such damages. The Company's liability for any reason and upon any cause of action shall at all times and in the aggregate amount be limited to the amount actually paid by You to the Company under this agreement. No action or proceeding against the Company may be commenced more than one (1) year after the claim arises except for company claims relating to collection of fees due and payable by You. This section shall survive failure of an exclusive remedy.

GOVERNING LAW

This agreement shall be governed by the laws of the Federal Republic of Nigeria.

SUBSISTENCE AND TERMINATION OF THIS AGREEMENT

Your obligations under this Agreement shall continue to exist unless terminated by you by way of two (2) months’ prior written notice.

DEFINITIONS

"Authorised Representative(s)" means representative(s) of your institution authorised by You to be profiled on e-Markets Portal for access to the subscribed dataset(s).

"Documentation" means written guides in any form or media describing the use and operation of the Product, together with any related supporting documentation.

"Intellectual Property Rights" means all current and future patents, patent applications (including, without limitation, all reissues, divisions, renewals, extensions, continuations and continuations-in-part), copyrights (including but not limited to rights in audio-visual works and moral rights), trade secrets, trademarks, service marks, trade names and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or any other country, state or jurisdiction.

"Product” the relevant e-Markets Portal dataset(s) in respect of which access is granted after payment of a Subscription Fee.

"Subscription Fee" means the amount payable by You for the access to and use of the Product as contained in your executed Order Form for the time being.

"Term" means the length of time You shall have access to the Product as contained in your executed Order Form for the time being.

“User” means the number of profiled Authorised Representative(s) the subscription covers.

"You" includes divisions and departments within your organisation and your affiliates, but does not include clients, co-counsel, independent third parties or non-affiliates. You agree that You shall be responsible for any use of the Product by your affiliates.