Acutesphere Standard Sales Terms and Conditions

  1. Prices

Prices listed are wholesale, do not include shipping, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions.

  1. Sales Tax

Acutesphere charges sales tax on shipments except where exempt

  1. Payment and Credit Terms

Acutesphere accepts company checks, Visa, MasterCard, Discover, American Express and PayPal. For customers with established Acutesphere credit, payment terms are net thirty (30) days from the date of shipment or pick‑up. All credit extended by Acutesphere to customer, and the limits of such credit, is at Acutesphere’s sole discretion, and may be reduced or revoked by Acutesphere at any time, for any reason. Acutesphere reserves the right to charge a convenience fee for late payments. Acutesphere further reserves the right to charge customer a late payment fee at the rate of one and one‑half percent (1‑1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such lesser amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. All payments must be made in Naira or USA dollars. Acutesphere shall have the right of set‑off and deduction for any sums owed by customer to Acutesphere.

If customer fails to make payment within thirty (30) days of shipment or pick‑up, or fails to comply with Acutesphere’s credit terms, or fails to supply adequate assurance of full performance to Acutesphere within a reasonable time after requested by Acutesphere (such time as specified in Acutesphere’s request), Acutesphere may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.

Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Acutesphere will be jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.

Credit Balance. Customer agrees that any credit balance(s) issued by Acutesphere will be applied to customer’s account within one (1) year of its issuance. IF CUSTOMER HAS NOT APPLIED FOR OR REQUESTED THE CREDIT WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE(S) WILL BE SUBJECT TO CANCELLATION, AND ACUTESPHERE SHALL HAVE NO FURTHER LIABILITY.

  1. Acutesphere Reserves the Right to Accept or Reject Any Order

In addition, Acutesphere reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the quantity available for purchase per order and/or the number of individual orders that may be placed per customer per day; (ii) discontinue any product or service; (iii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iv) bar any user from making or completing any or all transactions; and (v) refuse to provide any user with any product or service.  

  1. Note to Federal Customers

Acutesphere products are not offered through a GSA scheduled contract.

  1. All Items Sold

If exported, purchaser assumes full responsibility for compliance with export controls.

Shipping Policy

we use a variety of carriers for LTL shipments.

Title and risk of loss pass to customer upon tender of shipment to carrier.

Shipping Policy Exceptions

Not all products qualify for the above Shipping Policy. Additionally, additional charges might apply. Any charges incurred for hazardous materials or other special handling by the carrier must be paid by the customer. Fuel surcharges may be applied.

Acutesphere does not ship to PO Box addresses.

Return Policy, Limited Warranty and Limitation of Liability

  1. 14-Days Satisfaction Guarantee

If you are not satisfied for any reason products may be returned within 14 days of delivery for a full credit or exchange (provided the product is undamaged). Return documentation should clearly specify credit or exchange. Certain restrictions apply. Acutesphere reserves the right to refuse or limit any returns, that, in Acutesphere’s sole judgment, appear to be fraudulent, abusive, in violation of these terms, or otherwise inappropriate. Please see the applicable product page on www.acutesphere.com for more information.

  1. Business Customers’ Limited Warranty

Acutesphere warrants any product purchased for use in business or resale against defects in workmanship or materials under normal use for a period of one year from the date of purchase. Any product determined by Acutesphere to be defective in material or workmanship and returned to Acutesphere shipping costs prepaid will, at Acutesphere option, be repaired or replaced or the purchase price refunded.

  1. Warranty Disclaimer and Limitation of Liability

DISCLAIMER AND LIMITATIONS. ALL OTHER WARRANTIES TO ANY BUSINESS CUSTOMER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ARE SPECIFICALLY DISCLAIMED, EXCEPT WHERE PROHIBITED BY STATE LAW. 

LIMITATION OF LIABILITY. ACUTESPHERE EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. ACUTESPHERE’ LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

  1. Manufacturer’s Warranty

For information on a specific manufacturer’s warranty, please contact Acutesphere at mail@acutesphere.com or email info@acutesphere.com

  1. Product Compliance and Suitability.

Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Acutesphere does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Acutesphere accept responsibility for construction, installation and/or use of a product. It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.

  1. Automotive Parts Fitment Information Disclaimer

Acutesphere has engaged with a third party provider of automotive fitment information to assist our customers in finding automotive parts that fit their vehicles.  The results of the fitment search tool are intended for general informational purposes only and should not replace any advice and counsel found in any manufacturer instructions, technical product manual, or other professional resource available to you.  WHILE ACUTESPHERE STRIVES TO PROVIDE RELIABLE FITMENT INFORMATION, ACUTESPHERE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH FITMENT INFORMATION. ACUTESPHERE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES AS A RESULT OF A CUSTOMER’S RELIANCE ON THE FITMENT INFORMATION. 

Results of the fitment search tool are contingent upon the customer providing all correct vehicle information.  Failure to select the correct part for a vehicle may void or violate the warranty on a vehicle and may result in damage to a customer’s vehicle, serious injury, or death.  Always read, understand, and follow all manufacturer instructions.  When in doubt, consult a trained automotive professional. You acknowledge and agree that you will only use the fitment search tool for the purpose of identifying the correct part or component for your vehicle in order to purchase such part or component on Acutesphere.com and for no other purpose.

  1. Cross-Reference Information

Product cross‑reference comparisons do not imply that products are available or perfectly comparable. CROSS‑REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross‑referenced product specifications prior to purchase and use to determine suitability of the product for customer’s intended use.

Product Information

  1. Catalog/Website Information

Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to any Acutesphere catalog, literature or websites does not constitute the right to purchase products. Acutesphere reserves the right to revise publishing errors in its catalogs or any of its websites.

Despite our efforts, occasional pricing errors may occur in the Acutesphere catalogs and websites. Acutesphere reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from Acutesphere.

  1. Product Substitution

Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.

  1. Occupational Safety and Health Administration (“OSHA”) Hazardous Substance

Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. ACUTESPHERE MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

  1. California Proposition 65

Proposition 65. For products denoted with a  symbol the following warnings apply:

  1. WARNING: This product can expose you to chemicals that are known to the State of California to cause cancer. For a complete list of chemicals or more information go to P65Warnings.ca.gov.
  2. WARNING: This product can expose you to chemicals that are known to the State of California to cause birth defects or other reproductive harm. For a complete list of chemicals or more information go to P65Warnings.ca.gov.
  3. WARNING: This product can expose you to chemicals that are known to the State of California to cause cancer and birth defects or other reproductive harm. For a complete list of chemicals or more information go to P65Warnings.ca.gov.
  4. WARNING: Cancer. For more information and a complete list of chemicals go to P65Warnings.ca.gov.
  5. WARNING: Reproductive Harm. For more information and a complete list of chemicals go to P65Warnings.ca.gov.
  6. WARNING: Cancer and Reproductive Harm. For more information and a complete list of chemicals go to P65Warnings.ca.gov.

 

  1. MSDS

MSDS information is available upon request by emailing info@acutesphere.com

  1. Product Compliance and Suitability.

Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Acutesphere does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Acutesphere accept responsibility for construction, installation and/or use of a product. It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.

  1. Conflict Minerals Policy Statement

Introduction: As many supply chain participants and others have acknowledged publicly, the Dodd-Frank Act1 created a new expectation for product manufacturers, which may be far removed from the source of the raw minerals in their products.

Acutesphere is not a manufacturer. It distributes hundreds of thousands of branded and “value branded” products that are manufactured by thousands of other companies located around the world.

Acutesphere is committed to acting in a socially and environmentally responsible manner, to supporting the objectives of the Dodd-Frank Act, to meeting its customer commitments, and to supporting its customers’ businesses.

Because of the complexity of many supply chains, especially those of distributors like Acutesphere, and the lack of an established system for product manufacturers to track Conflict Minerals back to their source, the joint efforts over an extended period by many governments, industry groups, and companies will be required to make it possible to effectively trace Conflict Minerals back to their source.

This document sets forth the policy of Acutesphere regarding Conflict Minerals.

Overview: As a responsible company, Acutesphere supports the goal of the Dodd-Frank Act of preventing armed groups in the Democratic Republic of the Congo and adjoining countries from benefitting from the sourcing of Conflict Minerals from that region.

As a distributor of hundreds of thousands of branded and “value branded” products manufactured by thousands of other companies located around the world, Acutesphere is invariably many levels away from the beginning of the supply chain for the products it distributes.

This Policy shows Acutesphere’s commitment and its expectations for the manufacturers of products Acutesphere distributes regarding actions to address Conflict Minerals.

Our commitment: Not continue to source any product that contains Conflict Minerals if Acutesphere determines the product is not DRC Conflict Free and the manufacturer fails to implement reasonable steps to transition to DRC Conflict Free sources.2

  • 1On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. The Dodd-Frank Act and related 2012 U.S. Securities and Exchange Commission rules require certain companies to disclose whether the products they manufacture or contract to manufacture contain Conflict Minerals necessary for the production or the functionality of the products that are sourced from mines in the Democratic Republic of the Congo or adjoining countries. Conflict Minerals are tantalum, tin, tungsten and gold.
  • 2Products are “DRC Conflict Free” if they contain only Conflict Minerals that did not originate in the DRC or an adjoining country, are from recycled or scrap sources, or have not benefitted the armed groups identified as perpetrators of the abuses that are the subject of the Dodd-Frank Act.

 

Commitment to Responsible Sourcing: Acutesphere distributes hundreds of thousands of branded and “value branded” products that are manufactured by thousands of other companies located around the world.

Acutesphere supports the humanitarian goals of the Dodd-Frank Act and encourages manufacturers of the products distributed by Acutesphere to adopt that same policy for their businesses.

As a distributor of products manufactured by other companies, Acutesphere does not directly purchase any raw Conflict Minerals from any source and is many levels removed from the mines, smelters, and refiners that produce the metals used in the products distributed by Acutesphere.

The supply chain for Conflict Minerals is complex and lacks an established structure for manufacturers to trace the minerals in the finished goods distributed by Acutesphere back to their source.

Acutesphere’s Expectations for Manufacturers: Acutesphere has the following expectations for the manufacturers of products Acutesphere distributes:

  • Manufacturers should develop Conflict Minerals policies, due diligence frameworks, and management systems that are designed to prevent Conflict Minerals that are not DRC Conflict Free from being included in the products distributed by Acutesphere; and
  • Manufacturers are expected to source Conflict Minerals only from sources that are DRC Conflict Free.

In doing so, manufacturers are expected to:

  • implement and communicate to their personnel and suppliers policies that are consistent with this Policy, and require their direct and indirect suppliers to do the same;
  • put in place procedures for the traceability of Conflict Minerals, working with their direct and indirect suppliers as applicable;
  • use reasonable efforts to source Conflict Minerals from smelters and refiners validated as being DRC Conflict Free, and require their direct and indirect suppliers to do the same;
  • provide information, in a timely manner, concerning whether the manufacturer has concluded or has a reasonable basis to believe that products distributed by Acutesphere are not DRC Conflict Free;
  • maintain reviewable business records supporting the source of Conflict Minerals; and
  • respond to requests for information concerning the origin of Conflict Minerals included in products distributed by Acutesphere, which Acutesphere shall be entitled to use or disclose in satisfying any legal or regulatory requirements or in any customer or marketing communications.
  • Manufacturers also are encouraged to support industry efforts to enhance traceability and responsible practices in Conflict Minerals supply chains.

 

Consequences of Manufacturer Non-Compliance Acutesphere reserves the right to evaluate the extent to which a manufacturer has failed to take adequate steps to manufacture DRC Conflict Free products.

In the event Acutesphere determines that a manufacturer’s Conflict Minerals efforts have been deficient Acutesphere may discontinue distribution of the manufacturer’s products.

Reporting Mechanism and Inquiries: Reports and inquiries regarding this Policy can be made as follows:

Reports concerning matters relating to this Policy can be made anonymously and will be kept confidential to the fullest extent practicable and allowed by law.

We will not take any retaliatory action against anyone making a report in good faith.

Manufacturers are encouraged to info@acutesphere.com if they wish to seek guidance on the application of this Policy.

Conclusion Acutesphere fully understands the importance of this issue to its customers and is committed to supply chain initiatives and overall corporate social responsibility and sustainability efforts that work towards a DRC Conflict Free supply chain.

General Terms

  1. Intellectual Property

Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Acutesphere, or any trademarks or service marks owned by suppliers to Acutesphere. All materials contained on the www.Acutesphere.com website are subject to the ownership rights of Acutesphere and its suppliers. Customer shall have no right to copy or use any of the intellectual property of Acutesphere or its suppliers without Acutesphere’s permission.

  1. Force Majeure

Acutesphere shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Acutesphere in the conduct of its business.

  1. Assignment

Customer shall not assign any order, or any interest therein, without the prior written consent of Acutesphere. Any actual or attempted assignment without Acutesphere’s prior written consent shall entitle Acutesphere to cancel such order upon notice to customer.

  1. No Third Party Benefit

The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.

  1. Waiver, Choice of Law and Venue

The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non‑performance of any such term or condition by the other party. All transactions shall be governed by the laws of Lagos Nigeria, excluding its conflict of law rules, and venue shall either be in the state courts in Lagos Nigeria.

  1. Severability

If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

  1. Modification of Terms

Acutesphere’s acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from customer’s receipt of Acutesphere’s acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of Acutesphere’s terms and conditions by customer shall be binding upon Acutesphere, unless agreed to in writing by an authorized representative of Acutesphere. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Acutesphere’s acknowledgment, Acutesphere’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Acutesphere of any of the terms and conditions contained herein or in Acutesphere’s acknowledgment.

  1. Complete Agreement

The terms and conditions in: (i) Acutesphere’s forms, (ii) acknowledgments, (iii) quotations, (iv) invoices, (v) websites, (vi) catalogs are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Acutesphere.

Acutesphere.com Gift Certificate Terms and Conditions

These terms and conditions, together with the Frequently Asked Questions above, constitute the Acutesphere.com Gift Certificate Terms and Conditions. By purchasing or using a Acutesphere.com Gift Certificate, you agree to be bound by these Terms and Conditions. These Terms and Conditions are subject to change without notice.

General Terms

  1. The Acutesphere.com Gift Certificate can only be used online at Acutesphere.com or by phone order.
  2. A Acutesphere.com Gift Certificate cannot be used to purchase Acutesphere.com Gift Certificates.

Compliance with Law

By purchasing Acutesphere.com Gift Certificates, you are certifying and representing to Acutesphere Tools, Inc. and its affiliates that the activities in connection with which the Acutesphere.com Gift Certificates will be used and comply with these Terms and Conditions and all applicable laws, rules and regulations, including the terms and conditions that govern the Acutesphere.com website. In addition, you agree to defend and indemnify Acutesphere and its affiliates from and against any claims, expenses or liabilities made against or incurred by any of them in connection with your use of the Acutesphere.com Gift Certificates or violation of any of these Terms and Conditions.

Acutesphere Website Terms of Access

Please review these Terms of Access. All access to and use of this site and all websites (including mobile websites), applications, or other services on which these terms reside (collectively the “Acutesphere Property”), and the features at this Acutesphere Property, are subject to these Terms of Access (“Terms”). The Acutesphere Property is owned or controlled by Acutesphere and brands (“collectively Acutesphere”). By accessing this Acutesphere Property in any way, including, without limitation, browsing this Acutesphere Property, using any information, and/or submitting information to Acutesphere, you agree to and are bound by the terms, conditions, policies and notices contained here (the “Terms”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of Lagos Nigeria law.

From time to time we may update this Acutesphere Property and these Terms. Your use of this Acutesphere Property after we post any changes to these Terms constitutes your agreement to those changes. You agree to review these Terms periodically to ensure that you are familiar with the most recent version. Acutesphere may, in its sole discretion, and at any time, discontinue this Acutesphere Property or any part thereof, with or without notice, or may prevent your use of this Acutesphere Property with or without notice to you. You agree that you do not have any rights in this Acutesphere Property and that Acutesphere will have no liability to you if this Acutesphere Property is discontinued or your ability to access the Acutesphere Property or any content you may have posted on the Acutesphere Property is terminated.

By accessing or linking to this Acutesphere Property, you assume the risk that the information on this Acutesphere Property may be incomplete, inaccurate, out of date or may not meet your needs and requirements. We may add, change, discontinue, remove or suspend any of the information, features and other content included in this Acutesphere Property at any time, without notice and without liability.

All information provided on this Acutesphere Property is subject to change without notice. While efforts have been made to make this Acutesphere Property helpful and accurate, due to the open nature of this Acutesphere Property, and the potential for errors in the storage and transmission of digital information, Acutesphere does not warrant the accuracy of information obtained from this Acutesphere Property.

Access and Use of Acutesphere Property

Access to this Acutesphere Property is limited to viewing the linked pages solely for legitimate business purposes, and subject to these Terms. Any access or attempt to access other areas of any Acutesphere computer system or other information contained on the system for any purposes is strictly prohibited.

Acutesphere Content

Content on this Acutesphere Property that is provided by Acutesphere or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“Acutesphere Content”) is the property of Acutesphere and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

You agree not to download, display or use any Acutesphere Content located on the Acutesphere Property for use in any publications, in public performances, on websites other than this Acutesphere Property for any unpermitted commercial purpose, in connection with products or services that are not those of Acutesphere, in any other manner that is likely to cause confusion, that disparages or discredits Acutesphere and/or its licensors, that dilutes the strength of Acutesphere’s or its licensors’ intellectual property, or that otherwise infringes Acutesphere’s or its licensors’ intellectual property rights (including through use of screen scraping, web harvesting, data extraction, or similar software or technologies). You further agree to in no other way misuse any Acutesphere Content or User Content that appears on this Acutesphere Property.

Use of the Acutesphere Property and Posting Policy

The following requirements apply to your use the Acutesphere Property: (a) you will not use any electronic communication feature of the Acutesphere Property for any purpose that is unlawful, tortuous, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Acutesphere Property for any commercial transactions that are unrelated to the purposes for which the Acutesphere Property was provided; (e) you will not upload, post, email, or otherwise transmit on interactive features intended for the general public any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.

From time to time on certain areas of the Acutesphere Property you may be able to submit reviews and certain other materials (“User Content”). By using these features, you agree that you will not post any content that is unlawful, harmful, tortuous, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by Acutesphere; that you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; that you will not impersonate any person or organization, including without limitation, the personnel of Acutesphere, or misrepresent an affiliation with another person or organization; you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Acutesphere Property, or feature of the Acutesphere Property. You further understand and agree that you have no ownership rights in any account you may have with us or other access to the Acutesphere Property or features therein. Acutesphere may cancel your account and delete all User Content associated with your account at any time, and without notice, if Acutesphere deems that you have violated these Terms, the law, or for any other reason. Acutesphere assumes no liability for any information removed from our Acutesphere Property, and reserves the right to permanently restrict access to the Acutesphere Property or a user account.

By displaying, publishing, or otherwise posting any User Content on or through the Acutesphere Property, you hereby grant to Acutesphere a limited, non‑exclusive, sub‑licensable, worldwide, fully‑paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties, including other users, for use on other media or platforms known or hereinafter developed. You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own the content submitted, displayed, published or posted by you on the Acutesphere Property and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. Notwithstanding the foregoing, you acknowledge that your User Content may contain concepts, ideas, materials, proposals, suggestions and the like relating to Acutesphere or our initiatives (your “Ideas”). With respect to Ideas you acknowledge that: (a) Acutesphere receives numerous submissions from many parties and/or may have independently developed and/or considered similar Ideas, and that Acutesphere’s review of the Ideas is not an admission of novelty, priority or originality; and (b) Acutesphere’s use of any similar Ideas, whether based on your User Content, provided to Acutesphere by third parties, or independently developed or considered by Acutesphere, shall be without obligation to you.

Indemnification

You agree to indemnify and hold Acutesphere, officers, employees, and website contractors and each of their officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to your violation of these Terms, including the Posting Policy, or which arises from the use of User Content you submitted, posted, or otherwise provided to Acutesphere or this Acutesphere Property.

Representations and Limitations of Liability

Acutesphere makes no representations about the reliability of the features of this Acutesphere Property, the Content, User Content, or any other Acutesphere Property feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Acutesphere makes no representations regarding the amount of time that any Content or User Content will be preserved.

Acutesphere does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Acutesphere without the prior review and written approval of Acutesphere.

THIS SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THIS SITE OR ANY INFORMATION OR SOFTWARE THEREIN. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ACUTESPHERE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS SITE, NOR SHALL ACUTESPHERE BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND ACUTESPHERE’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL ACUTESPHERE OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF ACUTESPHERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Cross Reference Information

Product cross‑reference comparisons do not imply that all products compared are available, or in the case of functional equivalency, that performance and other characteristics are fully comparable. Please review specifications prior to purchase.

Hypertext Links

This Acutesphere Property may be linked to other sites which are not maintained by Acutesphere. Acutesphere is not responsible for the content of or Privacy or other policies governing those sites. The inclusion of any link to such sites does not imply endorsement, sponsorship, or recommendation by Acutesphere of the linked sites. Acutesphere disclaims any liability for links: (i) from another site to the Acutesphere Property and (ii) to another site from the Acutesphere Property.

Miscellaneous

These Terms will be governed by and construed in accordance with the internal laws of Lagos Nigeria without regard to conflicts of laws principles. By using this site, you hereby agree that any and all disputes regarding these Terms will be subject to the courts located in Lagos Nigeria. These Terms operate to the fullest extent permissible by law. Accessing materials on this Acutesphere Property by certain persons in certain countries may not be lawful, and Acutesphere makes no representation that materials on this Acutesphere Property are appropriate. If you choose to access this Acutesphere Property, you do so at your own risk and initiative, and are responsible for compliance with any applicable local laws.

On certain areas of our Acutesphere Property, you may be given the ability to provide us with personally identifiable information. Please read our Privacy Policy for more information about our information collection and use practices, which Policy applies to information you submit on this Acutesphere Property, and you hereby agree to the terms of that Policy.

If Acutesphere fails to act with respect to your breach or anyone else’s breach on any occasion, Acutesphere is not waiving its right to act with respect to future or similar breaches.

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions.

These Terms constitute a binding agreement between you and Acutesphere, and is accepted by you upon your use of the Acutesphere Property. These Terms constitute the entire agreement between you and Acutesphere regarding the use of the Acutesphere Property. By using the Acutesphere Property you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms.