These terms of sale (the “Terms”) apply to all orders accepted by NeurGear, Inc. (“NeurGear”) for the
sale of ZenBud (the “NeurGear Product”), except in the case that you and NeurGear have executed a
written agreement that supersedes these Terms.
For purposes of these Terms, the terms “we,” “us” and “our” refer to NeurGear. “You” refers to you, as
a user of the NeurGear Product.
When placing an order through the NeurGear website available at www.zenbud.health (or any
successor site) (the “NeurGear Site”), we’ll ask you for your name, e-mail address and other
information so that we can fulfill your order. When you place an order, NeurGear’s third-party
payment service provider will collect your credit card details and charge your credit card account in
connection with the order, and you agree to make all applicable payments in connection with any
order placed by you. NeurGear does not view or store your credit card information. For more
By placing an order, you agree that: (i) any credit card information supplied by you is true and
complete; and (ii) you will pay the applicable price listed.
using the Service under your account or under any guest account permitted under your account (e.g.,
whereby you give guest account access to such individual) (in each case, an “Authorized Individual”)
damages, losses, fines or penalties (including reasonable attorneys’ fees) incurred by the NeurGear
Parties in connection with any claims, causes of action or demands against the NeurGear Parties
(including any claims, causes of action or demands brought by Authorized Individual) arising out of
such Authorized Individual’s use of the Service and any breach by such Authorized Individual of the
- Products and Services
Each order of a NeurGear Product shall include the products described on the NeurGear Site at
Prices listed through the NeurGear Site are stated in U.S. dollars, and include shipping and handling
charges applicable to standard UPS Ground delivery to U.S. addresses. Additional Shipping charges
may apply for Non-Ground (overnight) delivery. All prices are subject to change at any time.
All orders are subject to acceptance by NeurGear. After you place an order, you will receive an email
from NeurGear confirming that NeurGear has received and accepted it. NeurGear reserves the right
not to accept your order for any reason or no reason.
NeurGear will pack the NeurGear Products in accordance with its standard practices. Title to the
NeurGear Products and risk of loss will pass to you upon NeurGear’s delivery of the NeurGear
Product to the carrier. You acknowledge that all scheduled shipment dates are estimates only.
NeurGear will make reasonable efforts to meet the scheduled shipment dates, but in no event will
NeurGear be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
For all pre-orders, NeurGear will send you an e-mail when NeurGear ships out the NeurGear Product.
If you place an order for a NeurGear Product that is a pre-order, you may cancel your pre-order prior
to shipping and we will refund the amount charged to your credit card. We offer a 30-day money
back guarantee. If you are not completely satisfied with the NeurGear Product, you can return it
within 30 days of shipment to request a full product refund, subject to NeurGear’s Return and
- Limitation of Liability
IN NO EVENT SHALL NEURGEAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, LIQUIDATED, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, PROFIT OR GOODWILL, OR DUE TO
BUSINESS INTERRUPTION, UNAUTHORIZED ACCESS OR OTHER INTANGIBLE LOSSES), IN
CONNECTION WITH THESE TERMS, SALE, USE, OPERATION OR PERFORMANCE OF THE NEURGEAR
PRODUCTS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EVEN IF NEURGEAR
KNEW OR WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL NEURGEAR’S LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN
CONNECTION WITH THESE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF
LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO NEURGEAR BY YOU FOR THE NEURGEAR
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for
consequential or incidental damages, in such states or jurisdictions, the liability of NeurGear shall be
limited to the fullest extent permitted by law. THEREFORE, THE FOREGOING LIMITATIONS SHALL
APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Dispute Resolution and Governing Law
A. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or
claim related to these Terms (“Dispute”), you and NeurGear agree to first attempt to negotiate any
Dispute (except those Disputes expressly provided in Section 8.D below) informally for at least thirty
(30) days before initiating any arbitration or court proceeding. Such informal negotiations
commence upon written notice from one person to the other. NeurGear will send its notice to your
shipping address and email you a copy to the email address you have provided to us.
B. Binding Arbitration. If you and NeurGear are unable to resolve a Dispute through informal
negotiations, either you or NeurGear may elect to have the Dispute (except those Disputes expressly
excluded in Section 8.D below) finally and exclusively resolved by binding arbitration. Any election to
arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT
THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The
arbitration shall be administered by the International Institute for Conflict Prevention and Resolution
(“CPR”), in accordance with the CPR Rules for Administered Arbitration by a panel of three (3)
arbitrators, of whom each party shall designate one, with the third arbitrator to be designated by the
two (2) party-appointed arbitrators. Such arbitration shall be conducted in Rochester, New York in
the English language. The arbitrators shall establish procedures under which each party will be
entitled to conduct discovery and shall award to the prevailing party in any such dispute the costs
and expenses of the proceeding, including reasonable attorneys’ fees. The arbitration shall be
governed by the Federal Arbitration Act, 9 U.S.C. §§1 et. seq., and except as set forth below, the
arbitral award shall be final, binding and incontestable and judgment thereon may be entered in any
court of competent jurisdiction. The arbitrators shall award only such damages as are permitted to
be awarded pursuant to these Terms, each party expressly waives and foregoes any right to punitive,
exemplary or similar damages unless applicable law prohibits such waiver. The arbitrators must
render their award within thirty (30) days following the last hearing scheduled by the arbitrators and
at that time state the reasons for their award in writing. An appeal may be taken under the CPR
Arbitration Appeal Procedure from any final award of an arbitral panel in any arbitration arising out
of or related to these Terms that is conducted in accordance with such procedure. Unless otherwise
agreed by the parties and the appeal tribunal, the appeal shall be conducted at the place of the
C. Restrictions. You and NeurGear agree that any arbitration shall be limited to the Dispute between
NeurGear and you individually. To the full extent permitted by law, (1) no arbitration shall be joined
with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be
brought in a purported representative capacity on behalf of the general public or any other persons.
Any Dispute not subject to arbitration, or where no election to arbitrate has been made, shall be
decided by a court of competent jurisdiction within the County of Monroe, State of New York, United
States of America, and you hereby agree to submit to the personal jurisdiction of that court.
D. Exceptions to Informal Negotiations and Arbitration. You and NeurGear agree that the following
Disputes are not subject to the above provisions concerning informal negotiations and binding
arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your
or NeurGear’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of
theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
- Governing Law
Except as expressly stated otherwise, these Terms shall be governed by, and will be construed
under, the laws of the United States of America and the law of the State of Deleware, without regard
to choice of law principles. The application of the United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded.
- General Provisions
A. Assignment. You may not assign these Terms or any order accepted by NeurGear hereunder and
any attempt to the contrary is void.
B. Severability. 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 and shall not affect
the validity and enforceability of any remaining provisions.
C. Force Majeure. NeurGear will not be responsible for any failure or delay in its performance under
these Terms due to causes beyond its reasonable control, including, but not limited to, labor
disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war,
terrorism, riot, or acts of God.
D. No Waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a
waiver of any preceding or subsequent breach or default.
E. Entire Agreement. These Terms are the complete and exclusive statement of the agreement
between you and NeurGear concerning its subject matter, and these Terms supersede any prior or
contemporaneous agreement, either oral or written, and any other communications with regard
thereto between you and NeurGear.
F. Headings. The section headings used herein are for reference only and shall not be read to have
any legal effect.
- Contact. If you have any questions on these Terms, please contact us at info@NeurGear.com.