Terms of Use and Conditions of Sale

Last Updated: May 6, 2021

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN, AMONG OTHER THINGS, IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS INCLUDING MANDATORY ARBITRATION, NO CLASS RELIEF, AND WAIVER OF YOUR RIGHT TO A JURY TRIAL.

Welcome to Cerebralprime.com. These Terms of Use and Conditions of Sale (the “Agreement” or “Terms”) apply to the Cerebralprime.com, and all associated sites linked to Cerebralprime.com (collectively, the “Site”). This Agreement is between PMB Research, Inc. (“PMB Research” or we or us) and each user (“you” or “user”) governing the use by you of this Site and or purchasing products from us. BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND UNCONDITIONALLY AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS USE THE SITE.
PMB Research reserves the right, at its sole discretion, to change, add, remove or otherwise modify any part of the Terms at any time without notice. It is your responsibility to check these Terms periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms, PMB Research grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

1. Grant of License; Use of the Site.

(a) By using this Site, you represent and warrant that: (i) you are at least 18 years old or the legal age of majority in your jurisdiction; (ii) you are authorized to enter into these Terms; (iii) you will not use the Site for any purpose or in any manner that violates any law or regulation or that infringes the rights of PMB Research or any third party; (iv) any information or data provided to us by you will not violate any law or regulation or infringe the rights of any party; (v) all information that you provide to us in connection with the Site (e.g., name, e-mail address, and/or other information) is true and accurate; (vi) you have read and agree to these Terms; and (vii) you are authorized and able to fulfill and perform the obligations and meet the conditions of a user as specified herein.

(b) Subject to these Terms, you are hereby granted a limited, non-exclusive, revocable, and non-transferable license to access and use this Site and content in accordance with these Terms. No additional rights are granted to you by implication, estoppel or otherwise. Such grant of license does not include, without limitation: (i) any resale or commercial use of the Site or any Site Materials (defined below); (ii) modification, adaptation, translation, reverse engineering, decompilation, disassembly or conversion into human readable form any of the Site Materials not intended to be so read, including use of or directly viewing the underlying HTML or other code from the Site except as interpreted and displayed in a web browser; (iii) copying, imitating, mirroring, reproducing, distributing, publishing, downloading, displaying, performing, posting or transmitting any Site Materials (including any of our trademarks) in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise; (iv) the collection and use of any product listings or descriptions; (v) making derivative uses of the Site and any Site Materials; or (vi) use of any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Site Materials or to collect any information from the Site or any other user of the Site. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under a patent, trademark, copyright, or proprietary right of PMB Research or any third party. You may not use any meta tags or any other “hidden text” utilizing our name, trademark, or product name without our express written consent. “Site Materials” means all materials on the Site, including, without limitation, trademarks, design, product description, HTML text, graphics, images, videos, and other files, photographs, codes, software layout, design forms and the selection and arrangement thereof.

(c) We may terminate this license and your use of or access to the Site if you make or permit any unauthorized use of the Site. Such actions by you may violate applicable law including, without limitation, copyright laws, trademark laws (including trade dress), and communications regulations and statutes. We reserve the right to have all violators prosecuted to the fullest extent of the law.

2. Not Medical or HealthCare Advice.

CONTENT CONTAINED ON OR MADE AVAILABLE THROUGH THE SITE IS NOT INTENDED TO PROVIDE AND DOES NOT CONSTITUTE MEDICAL OR HEALTHCARE ADVICE NOR CAN IT BE RELIED UPON AS PREVENTATIVE CARE, CURE OR TREATMENT FOR ANY DISEASE OR MEDICAL CONDITION. YOU SHOULD CONSULT WITH A QUALIFIED HEALTHCARE PROFESSIONAL FOR ADVICE REGARDING THE DIAGNOSIS AND TREATMENT OF ANY MEDICAL CONDITION YOU MIGHT HAVE. YOUR USE OF INFORMATION AVAILABLE ON OR THROUGH THIS SITE IS YOUR OWN RESPONSIBILITY AND OWN RISK.

3. Copyright and Trademarks.

(a) All of the Site’s design, text, graphics, sound, software and other content, and the selection and arrangement thereof, are the property of PMB Research or its licensors, and are protected by United States and international copyright law. All rights to such materials are reserved to their respective copyright owners. Permission is granted to electronically copy and to print in hard copy portions of this Site for the sole purpose of placing an order with PMB Research or using this Site as a shopping vehicle. Any other use of materials on this site, including without limitation reproduction for purposes other than noted above, modification, distribution, replication, commercial or other exploitation, or creation of derivative works, without the prior written permission of PMB Research, is strictly prohibited.

(b) Cerebralprime, and all logos, page headers, custom graphics and icons are service marks and/or trademarks of PMB Research or its licensors or affiliates. All other trademarks, service marks, product names and company names or logos that appear on this site are the property of their respective owners.

4. Review of Materials Posted on or Submitted to Site.

We are not responsible for monitoring, screening, policing or editing the information posted or materials on, submitted to or transmitted through the Site. We do not and cannot monitor all information or materials posted on, submitted to or transmitted through the Site. However, we reserve the right to delete, block and remove any information or materials that we, in our sole discretion, deem to be unlawful, infringing, defamatory, libelous, abusive, threatening, obscene, offensive, fraudulent, deceptive, inappropriate or otherwise unacceptable to us. If notified of any such information or materials on the Site, we may determine in our sole discretion whether or not to remove such content from the Site.

5. Consent to Communications.

When you use the Site or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other services, such as our message center, Whatsapp, Facebook, Instagram, Twitter and any other means and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Where required by law, you consent to receive SMS messages (including text messages) from us, our agents, representatives, affiliates or anyone sending messages on our behalf to the specific number(s) you have provided to us with information or questions about your account and/or orders and/or marketing offers. You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. We and our agents, representatives, affiliates and anyone sending messages on our behalf may use such means of communication described in this section even if you will incur costs to receive such messages, text messages, e-mails, phone calls or other means, which may occur. You agree to hold us harmless for any costs incurred in an effort to communicate with you either electronically or by telephone.

6. Submissions.

If you register on the Site, you agree that any information you provide to us will be current, accurate and complete, and you will promptly update this information if it changes. You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of email or submissions to us, or postings on the Site (“Submissions”) are non-confidential (subject to our Privacy Policy) and that you remain solely responsible and liable for your Submissions. You further hereby grant (or warrant that the owner of the Submissions has granted) to us and our assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on our part or of our assigns, and you hereby waive all moral rights, or agree, represent and warrant that all moral rights in the Submissions (including without limitation the rights of paternity, attribution and integrity) are irrevocably waived, in favor of us and our assigns.

7. No Warranty – Disclaimer.

THE SITE AND THE MATERIALS PROVIDED HEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PMB RESEARCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TIMELINESS, COMPLETENESS, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND MATERIALS, CONTENT, SERVICES AND PRODUCTS ON THE SITE. PMB RESEARCH DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR THAT THE SERVERS HOSTING THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT USE OF THE SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE IS AT YOUR SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

8. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OUR OPERATION OF, OR YOUR USE OF, THE SITE, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PMB RESEARCH [WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY] ARISING OUT OF OR RELATING TO OUR OPERATION OF THE SITE EXCEED THE AMOUNT PAID BY YOU FOR ANY PRODUCT PURCHASED BY YOU FROM US ON THIS SITE DURING THE LAST TWELVE MONTHS FROM THE TIME THE CLAIM ARISES.

9. Indemnity.

By using this Site and or purchasing products from us, you agree to indemnify, defend and hold us and hour affiliates harmless against all claims, demands, causes of action, losses, expenses, damages and costs, including without limitation any reasonable attorneys’ fees, resulting or arising from or relating to your use of or conduct on the site, any activity related to your account by you or any other person, any purchase or products or any material that you submit to, post on or transmit through the Site, your violation of these Terms, your infringement or violation of any rights of another, or termination of your access to this Site.

10. Privacy and Child Protection.

We respect the privacy of our users in accordance with the terms of our Privacy Policy. We reserve the right to monitor the Site and to disclose any information recorded or posted on, submitted to or transmitted through the Site to the extent that we, in our sole discretion, deem such disclosure necessary or appropriate (a) to comply with any law, regulation, subpoena or government request, (b) to operate the Site, or (iii) to protect our rights or property or that of our affiliates. By using this Site and or purchasing any products you understand that you MUST be at least eighteen (18) years of age.

11. Sales and Use Tax (Domestic Orders).

By ordering goods from us, you acknowledge that you will adhere to all sales and use tax at all levels of local, state and federal government tax laws that relate to reporting and submitting any applicable taxes that become due as a result of purchasing products from us. You agree to be responsible for remittance of any applicable taxes not collected at the time of checkout and are solely responsible for the payment of these taxes to the appropriate tax authority as applicable. ONLY if sales or use tax is collected at the time of checkout do you hereby give a proxy or power of attorney (“POA”) to us as the remitter for any applicable taxes paid on your behalf otherwise you agree to pay any applicable taxes directly to the corresponding authority. This notice with respect to paying taxes may serve as your only notice and failure to read this notice and or our failure to collect sales and use tax on your behalf WILL NOT absolve your responsibility for paying the taxes. Please check with your state’s department of revenue for more information on the use tax you may incur.

12. International Shipping – Importer of Record, Sanctions, Exporting.

You may NOT purchase products from us if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed relating to the governments of the country where you are purchasing products from us. You must comply with all U.S. or other export and re-export restrictions that may apply to goods and services. By ordering goods from us destined to any country in the European Union or any other country outside of the United States, you understand that services will be provided to you only after you explicitly agree to become Importer of Record (“IOR”) and as such customs clearance shall be made in your name and on your behalf. As an IOR, you agree to be ultimately responsible for importing the products ordered by you into the destination country and are solely responsible for the payment of duties and taxes either at the time of sale if prepayment is selected or at the time of importation if prepayment is not selected. As an IOR, you also agree to be solely responsible for the compliance of any laws or regulations with regards to the products you are importing within your particular country. You hereby give a proxy or POA to our designated shipping provider for the customs clearance of products ordered by you. This POA authorizes our designated shipping provider’s assigned customs broker to act on behalf of you. Our designated shipping provider’s intervention with respect to customs formalities may be done by a customs agent assigned by our designated shipping provider on your behalf. You hereby acknowledge to have understood the concept of IOR and the need of the POA and further state that the terms of the POA or terms of the purchase from us and transportation conditions from our designated shipping provider are not unreasonable or unknown to you, that you have read them, understood them and further have agreed to them.

13. International Shipping – VAT, HST, GST, Duties and other Taxes.

By ordering goods from Cerebralprime.com destined to any country outside of the United States you acknowledge that you will adhere to all applicable taxes and duties imposed on your behalf by your local government as a result of purchasing products from us or importing products into your country. You agree that as an IOR, you will be responsible for any applicable duties and or taxes not collected at the time of checkout and are solely responsible for the payment of these duties or taxes as applicable. ONLY if a tax or duty is collected at the time of checkout do you hereby give a proxy or POA to us as the remitter for any applicable duties or taxes paid on your behalf otherwise you agree to pay any applicable taxes directly to the corresponding authority. This notice with respect to paying duties and taxes may serve as your only notice and failure to read this notice and/or our failure to collect applicable taxes or duties or any other tax on your behalf WILL NOT absolve your responsibility for paying these duties and taxes as they become due.

14. Your Usage of Site – Termination of Usage.

(a) If you use a password to access the Site or any portion of it, then you are responsible for maintaining the confidentiality of the password and for restricting access to the device you use to access the Site, and you agree to accept responsibility for all activities that occur on your account or with your password. In the event that the confidentiality of your account or password is compromised in any manner, you will notify us immediately. We reserve the right to take any and all action, as it deems necessary or reasonable to maintain the security of the Site and your account, including without limitation, terminating your account, changing your password or requesting information to authorize transactions on your account. While we take prudent steps to protect your account and the Site, we cannot protect your information outside of the Site. For example, when we communicate with you via unencrypted email from time to time, the communication is not secure, is not stored securely, and the information contained may be viewed by others. You acknowledge that by requesting information by email or other electronic means, you agree that we may transmit it to you from time to time and store it in an unencrypted form and manner. We may rely on the authority of anyone accessing your account or using your password and in no event will we be held liable to you for any liabilities or damage resulting from or arising out of (i) any of our action or inaction under this provision; (ii) any compromise of the confidentiality of your account or password; and (iii) any unauthorized access to your account or use of your password.

(b) You agree to use this Site only for lawful purposes, and that you are responsible for your use of and communications on the Site. You agree not to post on or transmit through this Site any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including without limitation any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes others’ intellectual property rights or otherwise violates any applicable local, state, national or international law. You agree not to use this Site in any manner that interferes with its normal operation or with any other user’s use and enjoyment of the Site. You agree not to reproduce, modify, distribute, replicate, commercially exploit or create derivative works of any portion of the site or material thereon.

(c) You further agree that you will not access by any means except through the interface provided by Cerebralprime.com for access to the Site. You agree that you will not access this Site from any territory where its contents are illegal or otherwise prohibited, and that you, and not PMB Research and its affiliates, are responsible for compliance with applicable local laws.

(d) You agree that we may terminate or suspend your access to all or part of this Site, without notice, for any conduct that we, in our sole discretion, believes is in violation of these Terms or any applicable law or is harmful to the interests of another user, PMB Research or its affiliates.

(e) All access to and use of the Site are governed by and subject to these Terms. We have the right, but not the obligation, to monitor any activity and content associated with forums and interactive areas on the Site. We may access at any time and use internally for any lawful purpose information stored on our systems, including the content of any emails or other communications. We may disclose such information to any third party including law enforcement agencies to protect our rights or property in response to legal process, or in a good faith belief that such disclosure is justified or required in an emergency situation. We may investigate any reported violation of our policies or complaints and take any appropriate action that we deem appropriate. We have the right, but not the obligation, to take any action we deem appropriate, including but not limited to action to issue a warning, suspend or terminate your access and use of the Site and related services at any time, and block, remove or edit any communication and materials that we believe in our sole discretion may violate applicable law, these Terms or a third party’s rights. We take no responsibility and assume no liability for any content posted or uploaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter.

(f) You represent and warrant that you have and will retain all rights necessary to grant the licenses to us under these Terms. You remain solely liable for the content or other information you upload or transmit to the discussion forums or interactive areas of the Site. You agree to indemnify and hold harmless PMB Research and its affiliated companies, their officers, directors, employees, agents and representatives from any third-party claim, action, demand, loss, or damages (including attorneys’ fees) arising out of or relating to your conduct, your actual or attempted violation of these Terms or any applicable law, your Submissions, your violation of any rights of a third party, or the acts or omissions of a third party who has authority to access or use the Site on your behalf or arising out of your violation of these Terms.

15. Usage by Minors.

Because of the nature of the World Wide Web, we cannot prohibit minors from visiting this Site. We must rely on parents, guardians and those responsible for supervising children and teenagers to decide which materials are appropriate for such children and teenagers to view and/or to do any purchase on the Site. We require that (i) all purchases on the Site be made by adults 18 years of age or older, and (ii) all users who provide personal information to us be 18 years of age or older.

16. Use of Cookies and Privacy.

Because of the nature of the World Wide Web and our business, we reserve the right to record cookies to your web-browser or access device so that we may identify you throughout your website experience. Our cookies do not contain any personal information however we use them to help make shopping on our website possible and record your progress as you browse our website. We might work with advertising companies such as Google, Facebook, etc (“third-party agencies”) to help serve up relevant ads to you after you have left our website. We will not pass any personal information to these third parties, however these third parties may have access to information you have browsed on our website or products you have purchased. By accessing our website, you agree to let us use cookies and pass data to third party agencies. For more information please visit our Privacy Policy.

17. Applicable Law; Jurisdiction; Dispute Resolution and Class Waiver.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of California, without giving effect to any choice of law or conflict of law. You and PMB Research agree to arbitrate any controversy, claim or dispute arising out of or in any way related to this Agreement, including but not limited to claims based on contract, tort, negligence, statutory or regulatory provisions. EACH PARTY IS GIVING UP ITS RIGHT TO SUE IN COURT AND TO HAVE ANY CONTROVERSY, CLAIM OR DISPUTE HEARD BY A JUDGE OR JURY. YOU AND PMB RESEARCH AND ITS RELATED ENTITIES EXPRESSLY AGREE TO ARBITRATE ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO THRESHOLD ARBITRABILITY ISSUES, INCLUDING WITHOUT LIMITATION ISSUES RELATED TO WHETHER THE AGREEMENT IS UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION. YOU ALSO AGREE THAT ANY ARBITRATION MAY ONLY BE BROUGHT IN YOUR AND OUR INDIVIDUAL CAPACITIES, NOT AS A CLASS, PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE ANY OTHER INDIVIDUAL OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. The mutual promise by you and PMB Research to arbitrate any and all disputes, and to do so on an individual basis, rather than to litigate before the courts or other bodies, provides the mutual consideration for this Agreement to arbitrate. Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations. The arbitration will be conducted in the Alameda County, California by a single neutral arbitrator and in accordance with the then current rules for resolution of disputes of the American Arbitration Association (AAA) (available online at www.adr.org). The parties are entitled to representation by an attorney or other representative of their choosing. The parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Arbitration shall be the sole mean in resolving any dispute between you and PMB Research and/or any of its affiliates.

18. Severability – Interpretation.

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of the Agreement and shall not affect the validity and enforceability of any remaining provisions. When used in this Agreement, the term “including” shall be deemed to be followed by the words “without limitation.”

19. Default Language and Terms.

The Cerebralprime.com website might be translated into multiple languages for the convenience of our users. If there is any conflict or discrepancy, the English language version (“default language”) shall prevail. All terms, conditions and provisions of this Site shall always be enforced in the default language and upheld under the default language terms and conditions regardless of the localized language, country or where you, the end-user may be located.

20. Orders & Pricing.

(a) PMB Research will try to make the Site accurate and helpful to our customers. Nonetheless, there may be times when certain information contained on the Site are incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you/we use. We reserve the right to correct errors (whether by changing information on the Site or by informing you of the error and giving you an opportunity to cancel your order) or to update product information at any time without notice.

(b) We reserve the right to change the prices and available products at any time. Quantities of some products may be limited and stock cannot always be guaranteed. If a product’s correct price is higher than the listed price, we will, in our discretion, either confirm the correct price with you or cancel your order and notify you of such cancellation.

(c) We have the right to refuse or limit any order and limit quantities. We will not be liable if a product is unavailable or if shipment is delayed.

(d) PMB Research retains the rights to cancel any order at any time. If an order is cancelled, the proper credit will be issued back to the customer as soon as practicable. We retain the right to ship to only countries or addresses with which we determine to be safe and non-fraudulent. Pricing and availability on the Site is subject to change at any time without notice. All orders must be inspected within 48 hours of receipt to be eligible for a refund and returned within 30 days with an RM#. Please see our Return Policy for more details.

21. Subscription.

(a) By completing your purchase of a Cerebralprime.com subscription item(s), you will be enrolled in our subscription program to receive the product(s) on a recurring basis. This means that your payment card will be charged the subscription amount from the date of the transaction and on an automatic recurring basis, until you cancel your subscription. Your subscription will automatically renew, and your payment card will be charged at the price and frequency detailed in your order summary. The subscription discount does not “stack” on top of any other discount, sale or coupon code. Your subscription will continue until canceled. To cancel or make changes to your subscription at any time, you can manage your subscription online under My Account and Subscriptions. You must cancel at least 7 days before your next subscription renewal date to avoid being charged for your next shipment. Please note that the price of shipping can fluctuate based on cost/price changes from our shipping carriers and other related shipping cost.

(b) We make every effort to ensure enough product quantities to fulfill and to ship out your subscription item(s). However, there may be times in which we cannot ship out your subscription item(s) in a timely manner or even have to delay your subscription item(s) for a time period based on product quantity shortage. If this happens, we will make every effort to get your subscription item(s) to you as soon as possible.

(c) You are not permitted to subscribe for the purpose of resale, rental, or ship to other customers or potential customers using our subscription or referral/affiliate program.

(d) We may terminate your subscription at our discretion without notice. If we do so after you have been charged a subscription fee but prior to our shipment of the subscription order, your subscription will be canceled and we will give you a refund of the applicable subscription charge/fee. However, we will not give any refund for termination related to conduct that we determine, in our discretion, violates these Terms or any applicable law, involves fraud or misuse of any subscription, or is harmful to our interests or another user. Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.

22. Referral/Affiliate Program.

(a) By completing your purchase of a Cerebralprime.com item(s), you will be enrolled in our Referral/Affiliate Program (the “Referral/Affiliate Program”). We offer you the opportunity to earn store credit/rewards by referring friends/others to purchase our item(s). We reserve the right to terminate the Referral/Affiliate Program at any time for any reason.

(b) The Referral/Affiliate Program is void where such referral/affiliate programs are prohibited. Users who refer others to the Referral/Affiliate Program are “referrers”; those who are referred are “referred customers.” Referrers may be eligible to receive “reward(s)” or “credit(s)” for every qualified referral.

(c) To participate in our Referral/Affiliate Program, once you have created your account and made a purchase, you can go to the Referrals tab in My Account and follow the on-screen instructions to start referring. You will be provided a link which you can share with your friends and colleagues as much as you want. If a new user uses your unique referral link to make a purchase, that new user will receive the discount as described in the Referral/Affiliate tab/submenu, and you will receive reward/credit for that referral as described in the Referral/Affiliate tab/submenu. Those reward/credit can be converted to store credit coupons which can be used to make purchases on our Site. Rewards/credit, store credit or store credit coupons cannot be redeemed for cash or any other form of payment.

(d) Reward/Credit will be awarded for Verified/Qualified Referrals who meet the following conditions:

1. The referred customer must use the Unique Referral Link from a referrer in good standing with us and our Site.
2. If a referred customer receives more than one Unique Referral Link, we will provide the reward/credit to the person whose Unique Referral Link is used to complete the purchase order.
3. The referred customer may not combine the Unique Referral Link with any other offer.
4. The referred customer must be a new user and this is their first order with our Site. The discount received from the Unique Referral Link only applies to their first order on our Site.
5. The referred customer’s new order payment has to be fully processed, completed, and we have received full payment.
6. If the referred customer cancels or requests a return/refund of the item(s) in which they used the Unique Referral Link, then we will remove the rewards/credits, store credit(s), or store credit coupon(s) that the referrer received or may potentially receive.

(e) Users agree that by participating in the Referral/Affiliate Program, they agree: (1) to be bound by these Terms and Privacy Policy; (2) to release and hold harmless PMB Research from any and all claims, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to their participation in the Referral/Affiliate Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Referral/Affiliate Program or any reward/credit, store credit, store credit coupons.

(f) Referrers agree that they will not violate any of our Terms, or otherwise engage in activity that could be considered harassment toward others. By way of illustration, and not by means of limitation, users agree not to use the Referral/Affiliate Program to:

• Violate the intellectual property rights of PMB Research and Cerebralprime.com;
• Spam or otherwise create bulk distributions of the Unique Referral Link that is inappropriate;
• Collect or attempt to collect personal data about users or potential referred customers;
• Engage in any actions that are designed to disrupt or undermine our Referral/Affiliate program or our Site;
• Make attempts to gain unauthorized access to our website, the software or the Referral/Affiliate program for any reason;
• Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise do any harm to us or anyone else;
• Engage in illegal or unsportsmanlike activities;
• Engage in behavior designed to annoy or harass others; or
• Engage in actions that disparage or malign or call into question the reputation of  PMB Research and/or Cerebraprime.com.

(g) We may prohibit anyone from participating in our Referral/Affiliate Program if we determine that such user is attempting to undermine the fairness, integrity or legitimate operation of our Referral/Affiliate Program in any way by cheating, hacking, deception, or any other unfair practices or any other inappropriate actions. We reserve the right to disqualify anyone, cancel rewards, credits, store credit, store credit coupons, disable or suspect an account, and contact legal authorities (including law enforcement), if it should discover a user is tampering with the entry or referral process or the operation of the Referral/Affiliate Program or violating our Terms.

(h) We reserve the right to modify or amend at any time these Terms and the methods through which discount, rewards/credits, and/or store credit are earned. We reserve the right to disqualify any User at any time from participation in the Referral/Affiliate Program if he/she does not comply with any of these Terms. Our failure to enforce any term of these Terms shall not constitute a waiver of that provision.

23. End Use.

All products purchased on Cerebralprime.com shall be for “end users” only and for personal use. You agree that by purchasing products through Cerebralprime.com you will not in any way resell these products and will only use these products for your own personal use and NOT for commercial use.

24. Credit Card & Debit Card Payments.

By providing a credit card, bank information, or other payment method, you represent and warrant that you are authorized to use the designated payment method and you authorize us to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled.

When you place an order with us, your card will be “authorized” for the entire order amount. For some credit cards this will appear as if it was an actual charge however, it is simply an authorization of us setting the funds aside in your account to capture when your order ships. A card “authorization” is provided to merchants upon the initial order to guarantee that the merchant will be able to charge a credit or debit card for the purchase amount when an order is shipped. This “authorization” will set aside funds on the credit or debit card to cover the purchase that was made. A credit or debit card “charge” is the actual transfer of funds from the credit card agency or bank to the merchant for the sale. When using a debit card the authorization will freeze these funds in your account. We are not responsible for any bank fees associated with authorization of debit cards regarding checking accounts.

We accept the forms of payment stated on the Site and, for credit and debit card payments, charge your credit or debit card when your order is processed. Completion of a payment transaction is contingent upon: (a) you providing complete personal, account, transaction and any other information needed, (b) authorization of the payment by your credit or debit card company, and (c) acceptance of your payment. We may, in our sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. We may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (i) if you attempt to use the services in breach of any applicable law or regulation, including but not limited to the card network rules or regulations; (ii) if you use the services in breach of these Terms; (iii) if we suspect fraudulent, unlawful or improper activity regarding a payment; (iv) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; (v) if we suspect fraudulent, unlawful or improper activity regarding our Referral/Affiliate Program, store credit, or anything else regarding our product(s) and/or our Site; or (vi) failure to cooperate in an investigation or provide additional information when requested.

25. Risk of Loss.

All purchases of physical items from us are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

26. Returns, Refunds and Title.

We do not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, we do not take title to the refunded item. Please see our Return Policy for further details.

27. Entire Agreement – Amendments.

This Agreement constitutes the entire and only agreement between PMB Research and each user of this Site with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of this Agreement. You agree to review this Agreement prior to your use of this Site and your use of this Site shall be deemed acceptance of and assent to this Agreement by you. We may, in our sole discretion and without notice, amend these Terms from time to time.

28. Miscellaneous.

The failure of PMB Research or its affiliates to insist upon strict adherence to any term of this Agreement shall not constitute a waiver of such term and shall not be considered a waiver or limit any party’s right thereafter to insist upon strict adherence to that term or any other term of this Agreement. You agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of this Site or this Agreement must be filed within one (1) year after such claim or cause of action arose, or will be forever barred. The “No Warranty – Disclaimer” and “Limitation of Liability” provisions of this Agreement are for the benefit of PMB Research and its affiliates, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on his, her or its own behalf. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.