Terms of Service

Welcome to Prolio.ng (“Platform”, “we”, “us”, “our”). These Terms of Service (“Terms”) govern your access to and use of our digital real estate portfolio management platform, including any related documentation, APIs, or mobile views. Please read these Terms carefully before registering.

1. Acceptance of Terms

By clicking “Sign Up” or otherwise accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Platform. If you are using the Platform on behalf of an entity (e.g., a cooperative society or company), you represent that you have authority to bind that entity to these Terms.

2. Description of Service

Prolio.ng is a real estate portfolio management tool that allows individual investors, investment clubs, and diaspora Nigerians to: (a) record and track property investments (land, residential, commercial, off-plan, short-let); (b) upload and label documents (titles, receipts, agreements); (c) manage payment plans and receive automated reminders; (d) generate portfolio reports; and (e) collaborate with team members (Enterprise plan). The Platform is offered under three subscription tiers: Free, Premium, and Enterprise, each with different feature limits as described on our Pricing page.

We reserve the right to modify, suspend, or discontinue any feature of the Platform at any time, with reasonable notice (except in emergencies). We are not liable for any loss resulting from such modifications.

3. Account Registration and Security

You must provide accurate, current, and complete information during registration. You are solely responsible for:

• Maintaining the confidentiality of your password and any two-factor authentication codes;
• All activities that occur under your account, whether authorized by you or not (unless caused by our gross negligence);
• Immediately notifying us of any unauthorized access or security breach at security@useprolio.com;
• Ensuring that your use of the Platform complies with all applicable Nigerian laws and regulations.

You may not share your account credentials with others. Enterprise plan team members must have separate accounts; shared logins are prohibited. We reserve the right to suspend or terminate any account that we reasonably believe has been compromised or is being used improperly.

4. Subscription Plans, Billing, and Refunds

Free Plan: The Free Plan is available without charge and includes limited features (3 properties, 500 MB storage, etc.). We may modify Free Plan features at any time, with notice.

Premium and Enterprise Plans: These are paid subscriptions billed monthly or annually. Fees are displayed in Nigerian Naira (NGN) and are exclusive of any applicable taxes (e.g., VAT). By subscribing, you authorize Paystack to charge your selected payment method on a recurring basis until you cancel.

Auto-Renewal: All paid subscriptions automatically renew at the end of each billing cycle unless you cancel at least 24 hours before the renewal date. You can cancel anytime from your Account Settings. No refunds are provided for partial months or years.

Refund Policy: We offer a 7-day money-back guarantee for first-time paid subscribers. If you are not satisfied, contact billing@useprolio.com within 7 days of your first payment. After the refund, your account will revert to the Free Plan. No refunds are given for subsequent renewals or for unused features.

Price Changes: We may change subscription fees with 30 days’ notice via email. Continued use after the change constitutes acceptance of the new fees.

Payment Processing: All payments are processed by Paystack. We do not store your full payment card details. You agree to Paystack’s Terms of Service and Privacy Policy.

5. User Content and Data Ownership

You retain all ownership rights to the property information, documents, photos, and other content you upload to the Platform (“User Content”). By uploading User Content, you grant Prolio.ng a non-exclusive, worldwide, royalty-free license to host, store, process, display, and transmit your User Content solely for the purpose of providing the Platform (including OCR, thumbnail generation, and secure sharing as you direct).

You represent and warrant that: (i) you own or have obtained all necessary permissions to upload and process your User Content; (ii) your User Content does not infringe any third-party intellectual property, privacy, or contractual rights; (iii) your User Content is not fraudulent, misleading, or illegal under Nigerian law (e.g., no forged documents).

We do not claim ownership of your real estate assets – the Platform is merely a record-keeping tool.

6. Prohibited Activities

You agree not to:

• Use the Platform to store, share, or create records of property that you do not have a legitimate interest in (e.g., impersonating another owner);
• Upload viruses, malware, or any code designed to harm the Platform or other users;
• Attempt to reverse engineer, decompile, or extract the source code of the Platform;
• Use automated scripts (bots, scrapers) to access or extract data from the Platform without our explicit written consent;
• Share your login credentials or sell access to your account;
• Interfere with the proper functioning of the Platform, including circumventing rate limits or security measures;
• Use the Platform for any illegal purpose or to violate any Nigerian laws or regulations.

Violation of these prohibitions may result in immediate termination of your account and legal action.

7. Intellectual Property

The Platform software, design, layout, graphics, logos, and underlying code are the property of Prolio.ng or its licensors and are protected by Nigerian and international copyright, trademark, and trade secret laws. You are granted a limited, revocable, non-exclusive license to use the Platform for your personal or internal business purposes in accordance with these Terms. You may not copy, modify, or create derivative works of any part of the Platform without our prior written consent.

Prolio.ng and the Prolio.ng logo are trademarks of the company. All other trademarks are property of their respective owners.

8. Disclaimer of Warranties

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

We do not warrant that:

• The Platform will be uninterrupted, error-free, or secure (though we take commercially reasonable measures);
• Any information (including OCR-extracted text, property valuations, or investment returns) is accurate, complete, or reliable;
• Documents stored through Cloudinary will never be lost or corrupted (you should maintain backup copies of critical documents);
• The Platform will meet your specific investment goals or tax requirements.

No Financial or Legal Advice: Prolio.ng is not a financial advisor, lawyer, or real estate agent. Any reports, analytics, or portfolio summaries generated by the Platform are for informational purposes only and should not be relied upon as professional advice. You should consult qualified professionals for all legal, tax, and investment decisions.

No Verification of User Content: We do not verify the accuracy, legality, or completeness of property records, documents, or payment information you enter. You are solely responsible for the content you upload and the investments you make.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY NIGERIAN LAW, PROLIO.NG AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF INVESTMENT OPPORTUNITY, PROPERTY DAMAGE, OR DAMAGES FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total cumulative liability to you for all claims arising from or relating to these Terms or the Platform (whether in contract, tort, or otherwise) shall not exceed the amount you have paid us in the twelve (12) months preceding the event giving rise to the liability, or NGN 10,000 (approximately $10 USD), whichever is greater. For Free Plan users, our total liability is limited to NGN 10,000.

Certain jurisdictions (including Nigeria) may not allow the exclusion or limitation of certain damages. In such cases, our liability shall be limited to the fullest extent permitted by applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Prolio.ng, its affiliates, and each of their respective directors, officers, employees, agents, and service providers (the “Prolio.ng Parties”) from and against any and all claims, demands, lawsuits, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and expert fees) arising out of or relating to:

• Your User Content: Any claim that your uploaded property records, documents, or other content infringes or violates any third-party right (including intellectual property, privacy, or contractual rights) or violates any applicable law;
• Your breach of these Terms: Including any representation, warranty, or covenant made herein;
• Your violation of any law or regulation: In connection with your use of the Platform;
• Your dispute with a third party: Such as a property developer, co-investor, cooperative society, or government agency arising from the underlying real estate transactions – Prolio.ng is not a party to those transactions and takes no position on their validity;
• Your use of the API (Enterprise plan): Including any data integration or automated decisions based on exported data.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This indemnification obligation survives termination of these Terms and your account.

11. Termination and Suspension

By You: You may delete your account at any time from Account Settings. Your User Content will be anonymised within 30 days (except where retention is required by law).

By Us: We may suspend or terminate your access to the Platform immediately, without prior notice or liability, for any reason including: (a) material breach of these Terms (e.g., prohibited activities); (b) non-payment of subscription fees that remains uncured for 14 days; (c) repeated intellectual property infringement claims; (d) if required by law or to protect the Platform’s security. We will attempt to notify you via email before or promptly after such action.

Effect of Termination: Upon termination, your right to use the Platform ceases. You will no longer have access to your User Content. We will retain anonymised transaction data for legal compliance. Sections 5 (limited license survives only as needed to wind down), 8 (disclaimers), 9 (liability limitation), 10 (indemnification), 11 (this paragraph), 12 (governing law), and 13 (dispute resolution) shall survive termination.

12. Governing Law and Dispute Resolution

Governing Law: These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

Dispute Resolution – Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall first be attempted to be resolved through good faith negotiations within 30 days. If unresolved, the dispute shall be settled by binding arbitration administered by the Lagos Court of Arbitration (LCA) in accordance with its Arbitration Rules. The arbitration shall be conducted in English in Lagos, Nigeria. Judgment on the arbitral award may be entered in any court having jurisdiction. You agree that any arbitration shall be conducted on an individual basis – class arbitrations and class actions are not permitted.

Exceptions: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information without waiving the right to arbitration.

Small Claims: Claims within the jurisdiction of a small claims court in Lagos may be brought there instead of arbitration at the option of the claimant.

13. Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, government orders, internet service provider failures, cyberattacks, strikes, or pandemics.

14. Miscellaneous

Entire Agreement: These Terms (together with the Privacy Policy) constitute the entire agreement between you and Prolio.ng regarding your use of the Platform, superseding any prior agreements.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Assignment: You may not assign these Terms or any of your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you.

Notices: We may provide notices via email (to the address associated with your account) or by posting on the Platform. It is your responsibility to keep your email address current.

15. Contact Information

If you have any questions about these Terms, please contact us at:
Legal Department: legal@useprolio.com
Support: support@useprolio.com
Physical Address: Prolio.ng, Lagos, Nigeria.

By continuing to use Prolio.ng, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including the indemnification and limitation of liability clauses.