Pendulum Purchase Terms and Conditions

Last Revised on October 18, 2019

Welcome to the Purchase Terms and Conditions (“Purchase Terms”) for Pendulum Therapeutics, Inc. (“Pendulum,” “we,” “us,” or the “Company”). 

These Purchase Terms are in addition to our Terms of Service, located at https://pendulumlife.com/pages/terms-and-conditions, and govern your purchase of physical or digital products or services, including through the following websites: www.pendulum.co and https://pendulumlife.com/ (each individually referred to herein as the “Site,” or collectively as the “Sites”). Please read these Purchase Terms carefully, as your purchase of our Products (as defined below) are subject to these terms and conditions. Any terms that are capitalized but not specifically defined in these Purchase Terms shall have the meanings set forth in our Terms of Service. For purposes of these Purchase Terms, “you” and “your” means you as the purchaser or recipient of Pendulum Products.

1. PRODUCT ORDERS and Payment and Gift Cards

1.1. Product/Service Payment. Pendulum may permit you to purchase certain physical or digital products or services, including through the Sites (“Products”). The Products may also include products or services of third parties that are offered on the Sites. You acknowledge and agree that all information you provide with regards to a purchase of Products, including, without limitation, credit card, PayPal, or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue or limit the available quantity of any Products, and (b) refuse to allow any user to purchase any Products or deliver such Products to a user or a user designated address. When you purchase Products, you (a) agree to pay the price for such Products as set forth in the Site, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us to charge your credit card or other payment method for the Full Purchase Amount. Our Sites may allow you to purchase Products and designate them to be delivered or provided at a future date. In such instance, you acknowledge and agree that we may charge your credit card or other payment method for the Full Purchase Amount on the date of purchase, rather than on the ultimate date of delivery or provision of the applicable Products. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Payment can be made by credit card, debit card, or through PayPal or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by PayPal or any other payment processor are solely your responsibility. 

1.2. Promotional and Referral Code. We may offer certain promotional codes, referral codes or similar promotional coupons (“Promotional Codes”) that may be redeemed for discounts on future Products, or other features or benefits related to the Services, subject to any additional terms that Pendulum establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by Pendulum; (d) may be disabled or have additional conditions applied to them by Pendulum at any time for any reason without liability to us; (e) may only be used pursuant to the specific terms that Pendulum establishes for such Promotional Code; (f) are not valid for cash or other credits or points offered via the Site; and (g) may expire prior to your use.

1.3. Gift Cards. We may offer gift cards for the purchase of Products or services on the Sites (“Gift Cards”). You acknowledge that Pendulum does not make any warranties with respect to your Pendulum Gift Card balance and is not responsible for any unauthorized access to, or alteration, theft, or destruction of a Pendulum Gift Card or Gift Card code that results from any action by you or a third party. You also acknowledge that we may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code. By purchasing a Gift Card, you represent and warrant to Pendulum that use of the Gift Card will comply with these Purchase Terms and all applicable laws, rules and regulations, and the Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers. Gift Cards cannot be used to purchase other gift cards, reloaded, resold, used for payment outside of the Sites, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law). Gift Cards do not expire, and Pendulum will not assess a service fee or dormancy fee with respect to a Gift Card.

1.4. Changes to Products and Pricing. We may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Products. While we attempt to be as accurate as we can in our descriptions for the Products, we do not warrant that Product descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Products for purchase through the Sites at a particular time does not imply or warrant that these Products will be available at any other time. We reserve the right to change prices for Products displayed on the Sites at any time, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Product prices to the Sites and/or upon making the customer aware of the pricing error. 

1.5. Order Acceptance; Shipment of Products. Once we receive your order for a Product, we will provide you with an order confirmation. Your receipt of an order confirmation, however, does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell; we are simply confirming that we received your order. We reserve the right at any time after receiving your order to accept or decline your order for any reason and in our sole discretion. If we cancel an order after you have already been billed, then we will refund the billed amount. Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment. All orders are shipped using one of our third party couriers. Online tracking may be available at our courier’s website (for example, FedEx), though we make no warranties regarding its availability because it is not under our control. While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific time.

1.6. No Delivery to Children. In furtherance of our policy of not collecting personal information from persons under the age of 18, users are not allowed to give Pendulum the personal information of any persons under the age of 18 for delivery or shipping purposes or any other reason.

2. Money-Back Guarantee and Returns Policy.

2.1. This Money-Back Guarantee & Returns Policy (“Policy”) applies whenever you order or otherwise receive any of our Products through our Sites. 

2.2. With any purchase of our Products, we ask that you try your Product for at least 90 days to see if they help you (the “Trial Period”). We hope you enjoy your new Products but if any of our Products that you purchased from our Site fails to meet your expectations, please notify us and we will refund you the full purchase price for such Products. If you do notify us that you want to return your Products, it would be helpful to us if you explain why you were dissatisfied.

2.3. Our Money-Back Guarantee is valid only for the first time you purchase a Product, and is redeemable up to 30 days after the Trial Period. If your order consists of more than three (3) units of the same Product, we will only refund the first three (3) units of the order.

If for any future purchases of our Products, our Products fail to meet their specifications in any material respect and you wish to return or exchange a Product purchased from our Site, you must obtain a Return Merchandise Authorization (“RMA”) number within 30 days of purchase. Please contact our Customer Service at 415-234-3985.

2.4. or by e-mail at hello@pendulum.co to obtain a RMA number and mailing information. You will receive a refund for item(s) returned within 14 days of the date you obtain a RMA number. We cannot reimburse original shipping and handling charges. Please include a copy of the original receipt in the package.

2.5. If you are requesting a refund or returning an item in compliance with this Policy, we will issue you a full refund to your credit card or other payment mechanism for the original purchase price of such item. Products that are ineligible for return based on this Policy will not be returned to you and no credit will be issued for such Products. Once your notice of return is received, please allow up to 14 business days for the refund to be processed. You will receive a return confirmation email once your return has been processed. If you paid for your order using a combination of Gift Card and another payment mechanism, the Gift Card will be refunded first.

3. Warranty DISCLAIMER.

Pendulum EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4. Delays in performance

Pendulum will not be liable for any failure or delay in its performance or in the delivery or shipment of Products, or for any damages by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, act of terror, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by Pendulum’s suppliers, or any other cause(s) beyond our reasonable control. Pendulum reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than 30 days by reason of any such cause. Pendulum reserves the right to allocate Products in its sole discretion among customers or potential customers, or defer or delay the shipment of any Product, which is in short supply due to any such cause.

5. Governing Law

The rights and obligations of the parties under these Purchase Terms shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended; rather, these rights and obligations shall be governed in all respects by the laws of the State of California exclusively, without regard to conflict of laws rules. 

6. Order of Precedence

All sales are made only upon these Purchase Terms. These Purchase Terms, and not any purchase order or other customer document (which if construed to be an offer is hereby rejected), will be deemed an offer or counter-offer and is a rejection of any other terms or conditions. You, by accepting any Products, making any payments, or ordering any Products having previously received these Purchase Terms, will be deemed to have assented to these Purchase Terms, notwithstanding any terms contained in any prior or later communication from you and whether or not Pendulum will specifically or expressly object to any of your terms. Pendulum’s failure to object to any document or communication from you or act by you will not be deemed a waiver of any of these Purchase Terms. A duly authorized officer of Pendulum must specifically agree to any addition or change to these Purchase Terms in writing before becoming binding on Pendulum.

7. Export

Any or all Products may be subject to export or resale restriction or regulation, and you acknowledge that you will comply with such regulations or restrictions. Any or all Products may have been imported. Country of origin information is as provided to Pendulum by its suppliers and is, where applicable, located on the Products themselves or the supplier’s innermost packaging thereof.

8. Intellectual Property Rights

In all cases, intellectual property rights in and to, and all technology relating to the Products supplied to you, including but not limited to, their design and all improvements thereto, and any accompanying software, whether or not such product, design, improvement, or software is made pursuant to your specifications or at your expense, shall be and remain the exclusive property of Pendulum. 

9. Miscellaneous

Any required notices shall be given in writing at the address of each party and shall be deemed given upon personal delivery or three days following deposit in the mail. Your relationship to Pendulum is that of an independent contractor, and neither party is an agent or partner of the other. These Purchase Terms and the invoice, purchase order or sales acknowledgement form to which it is attached or incorporated by reference constitutes the entire agreement between you and Pendulum regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Notwithstanding the foregoing, our Terms of Service https://pendulum-therapeutics.myshopify.com/pages/terms-and-conditions including without limitation Section 8 “Disclaimers”, Section 9 “Limitations of Liability”, Section 10 “Indemnification”, Section 11 “Arbitration and Class Action Waiver”, Section 12.6 “Severability” and Section 12.7 “Miscellaneous” are incorporated into these Purchase Terms by reference. These Purchase Terms may be amended only by a written document signed by both parties that specifically references these Purchase Terms. 

10. Contact Us.

You may contact us regarding these Purchase Terms or your return by e-mail at hello@pendulum.co.