These Terms of Service (the “Agreement”) are an agreement between The Nigerian Optometric Association (“NOA” or “us” or “our”) and you (“User” or “you” or “your”). This Agreement sets forth the general terms and conditions of your use of the products and services made available by NOA and of the www.noang.org website (collectively, the “Services”). By using the Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Services.
- 1. Policies and Agreements
- Use of the Services is also governed by the following policies, which are incorporated by reference. By using the Services, you also agree to the terms of the following policies.
Additional terms may also apply to certain Services, and are incorporated by reference herein as applicable. For example, if you register as a member (Optometrist, students, allied medical professionals or associates) with us, then your Membership Agreement Registration Agreement will also apply to you and would be incorporated herein.
- 2. Account Eligibility
By registering for or using the Services, you represent and warrant that:
You are eighteen (18) years of age or older. The Services are intended solely for Users who are eighteen (18) years of age or older. Any registration, use of or access to the Services, by anyone under eighteen (18) is unauthorized and is a violation of this Agreement.
If you use the Services on behalf of another party you agree that you are authorized to bind such other party to this Agreement and to act on such other party’s behalf with respect to any actions you take in connection with the Services.
It is your responsibility to provide accurate, current, and complete information on the registration forms, including an email address that is different from the domain you are signing up under. If there is ever an abuse issue or we need to contact you, we will use the primary email address we have on file. It is your responsibility to ensure that the contact information for your account, including any emails and sundry information requested by NOA for the verification of your account is/are accurate, correct and complete at all times. NOA is not responsible for any lapse in the Services, including without limitation, any lapsed account verification, membership dues or any such financial or other registrations obligations due to outdated contact information being associated with your account. If you need to verify or change your contact information, you may utilize the “My Account Portal” to update your contact information. Providing false contact information of any kind may result in the termination of your account.
- You agree to be fully responsible for all use of your account and for any actions that take place through your account. It is your responsibility to maintain the confidentiality of your password and other information related to the security of your account.
- The Service and any data you provide to NOA is hosted by our developers unless otherwise provided. If you access the Service from devices not owned by you of which your account becomes compromised, note that you are voluntarily transferring information (potentially including personally-identifiable information) and content to the devices and or services which you used. You also agree that our collection, use, storage and sharing of your information and content is subject to the laws of the Federal Republic of Nigeria and not necessarily of the jurisdiction in which you are located.
- 3. NOA Web Content
- Except for User Content (as defined below), all content available through the Services, including designs, text, graphics, images, codes, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively, “NOA Content”), are the proprietary property of NOA. NOA’s Content may not be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any NOA Content. Any use of NOA Content, other than as specifically authorized herein, is prohibited and will automatically terminate your rights to use the Services and any NOA Content. All rights to use NOA Content that are not expressly granted in this Agreement are reserved by NOA and.
- 4. User Content
- You may be able to upload, store, publish, display and distribute information, text, photos, videos and other content on or through the Services (collectively, “User Content”). User Content includes any content posted by you or by users of any of your websites hosted through the Services (“User Websites”). You are solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or distributing User Content on or through the Services, you represent and warrant to NOA that (i) you have all the necessary rights to post or distribute such User Content, and (ii) your posting or distribution of such User Content does not infringe or violate the rights of any third party.
- Solely for purposes of providing the Services, you hereby grant to NOA a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute User Content; and (ii) make archival or back-up copies of User Content and User Websites. Except for the rights expressly granted herein, NOA does not acquire any right, title or interest in or to the User Content, all of which shall remain solely with you.
- NOA exercises no control over, and accepts no responsibility for, User Content or the content of any information passing through NOA’s computers, network hubs and points of presence or the Internet. NOA does not monitor User Content. However, you acknowledge and agree that NOA may, but is not obligated to, immediately take any corrective action in NOA’s sole discretion, including without limitation removal of all or a portion of the User Content or User Websites, and suspend or terminate any and all Services without refund if you violate the terms of this Agreement. You hereby agree that NOA shall have no liability due to any corrective action that NOA may take.
- 5. Compliance with Applicable Law.
- You agree to comply with all applicable laws, rules, and regulations, including without limitation all local rules where you reside or your organization is location regarding User Content, User Websites, online activities, email and your use of the Services. More specifically, but without limitation, you agree to comply with all applicable laws regarding
the transmission of technical data exported to or from Nigeria or the country in which you reside. The Services are controlled and operated by us from our offices in Nigeria (although we may share data with third parties around the world to assist us in providing the Services) and we make no representation that the Services are appropriate or available for use in other locations. Those who access the Services from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Services where prohibited by law. For the purposes of European Directive 95/46/EC, the General Data Protection Regulation 2016/679) (“GDPR”) and any applicable national implementing laws in your jurisdiction, you acknowledge and agree that you are the Controller (as that term is defined in the GDPR), and we are a Processor (as that term is defined in the GDPR) insofar as you may store personal data through your use of our Services only as permitted and subject to the terms of this Agreement. You also acknowledge and agree that you are responsible for complying with all obligations of a data controller under applicable law (including the GDPR). To the extent the GDPR applies to you, you represent and warrant that in using our Services, you will clearly describe in writing how you plan to use any personal data collected and you will ensure you have a legitimate legal basis to transfer such personal data to us and that you have the necessary permission to allow us to receive and process (e.g., store) such personal data on your behalf.
6. Prohibited Persons (Countries, Entities, And Individuals).
The Services are subject to export control and economic sanctions laws and regulations administered or enforced by the Federal Republic of Nigeria’s Trade Laws. In addition, by using the Services, you represent and warrant that you are not an individual, organization or entity organized or located in a country or territory that represents a threat to the Federal Republic of Nigeria, her citizens or her collective interests.
- 7. Account Security and NOA Systems.
- It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of the installation method. Users are ultimately responsible for all actions taken under their account. This includes the compromise of credentials such as user name and password. You are required to use a secure password. If a weak password is used, your account may be suspended until you agree to use a more secure password. Audits may be done to prevent weak passwords from being used. If an audit is performed, and your password is found to be weak, we will notify you and allow time for you to change or update your password before suspending your account. Any account found connecting to a third-party network or system without authorization from the third party is subject to suspension. Access to networks or systems outside of your direct control requires the express written consent of the third party. NOA may, at our discretion, request documentation to prove that your access to a third-party network or system is authorized. Any account which causes us to receive an abuse report may be terminated and/or have access to services suspended. If you do not remove malicious content from your account after being notified by NOA of an issue, we reserve the right to leave access to services disabled. NOA reserves the right to migrate your account from one data center to another in order to comply with applicable data center policies, local law or for technical or other reasons without notice.
- 8. Compatibility with the Services
- You agree to cooperate fully with NOA in connection with NOA’s provision of the Services. It is solely your responsibility to provide any equipment or software that may be necessary for your use of the Services. To the extent that the performance of any of our obligations under this Agreement may depend upon your performance of your obligations, NOA is not responsible for any delays due to your failure to timely perform your obligations. You are solely responsible for ensuring that all User Content and User Websites are compatible with the hardware and software used by NOA to provide the Services, which may be changed by NOA from time to time in our sole discretion.
- 9. Billing and Payment Information – Prepayment.
- It is your responsibility to ensure that your annual dues payment information is up to date, and that all invoices are paid on time. Subject to applicable laws, rules, and regulations, payments received will be first applied to the oldest outstanding invoice in your billing account.
- 10. Termination
NOA may terminate your access to the Services, in whole or in part, without notice in the event that: (i) you we adjudge that you have used this service to the overall benefit of NOA and the user; (ii) you violate this Agreement; (iii) your conduct may harm NOA or others or cause NOA or others to incur liability, as determined by NOA in our sole discretion; or (iv) as otherwise specified in this Agreement. In such event, NOA shall not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Additionally, NOA may charge you for all fees due for the Services for the remaining portion of the then current term.
- 11. Limitation of Liability
- IN NO EVENT WILL NOA ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY USER CONTENT, USER WEBSITES OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, EVEN IF NOA IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NOA’S LIABILITY TO YOU, OR ANY PARTY CLAIMING THROUGH YOU, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO NOA FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
- 12. Indemnification
You agree to indemnify, defend and hold harmless NOA, our affiliates, and their respective officers, directors, employees and agents (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement.
- 13. Independent Contractor
NOA and User are independent contractors and nothing contained in this Agreement places NOA and User in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
- 14. Governing Law; Jurisdiction
- Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the Federal Republic of Nigeria. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- 15. Disclaimer
- NOA shall not be responsible for any damages your business may suffer. NOA makes no warranties of any kind, expressed or implied for the Services. NOA disclaims any warranty of merchantability or fitness for a particular purpose, including loss of data resulting from delays, delivery failures, wrong deliveries, and any and all service interruptions caused by NOA or our employees.
- 16. Backups and Data Loss
- Your use of the Services is at your sole risk. NOA’s backup service runs once a week and overwrites any of our previous backups. Only one week of backups are kept at a time. This service is provided only to shared and reseller accounts as a courtesy and may be modified or terminated at any time at NOA’s sole discretion. NOA is not responsible for files and/or data residing on your account.
- 17. Limited Warranty
- THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NOA AND OUR EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. NOA AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES NOA AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS ARE NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE SERVICES. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
18 Disclosure to Law Enforcement
NAO may disclose User information to law enforcement agencies without further consent or notification to the User upon lawful request from such agencies. We cooperate fully with law enforcement agencies.
- 19. Entire Agreement.
This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.
- 20. Headings.
The headings herein are for convenience only and are not part of this Agreement.
- 21. Changes to the Agreement or the Services
- NOA may modify, add, or delete portions of this Agreement at any time. If we have made significant changes to this Agreement, we will post a notice on the NOA’s website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date of the last revision. Any revisions to this Agreement will become effective when posted unless otherwise provided. You agree to any modification to this Agreement by continuing to use the Services after the effective date of any such modification. NOA reserves the right to modify, change, or discontinue any aspect of the Services at any time.
- 22. Severability
If any provision or portion of any provision of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
- 23. Waiver
- No failure or delay by you or NOA to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy. No express waiver of, or assent to, any breach of or default in any term or condition of this Agreement by any party hereto shall constitute a waiver of, or an assent to, any succeeding breach of or default in the same or any other term or condition hereof.
- 24. Assignment; Successors
- You may not assign or transfer this Agreement or any of your rights or obligations hereunder, without the prior written consent of NOA. Any attempted assignment in violation of this Agreement shall be null and void and of no force or effect whatsoever. NOA may assign our rights and obligations under this Agreement, and may engage subcontractors or agents in performing our duties and exercising our rights hereunder, without the consent of User. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- 25. Force Majeure
- Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
- 26. Third-Party Beneficiaries
- Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, user acknowledges and agrees that any supplier of a third-party product or service that is identified as a third-party beneficiary in the service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against user as if it were a party to this Agreement