BER PURCHASE TERMS

This Order Agreement (these “Order Terms” or the “Order Agreement”) governs the placing of an order (“Order”) for the Biomega BER Launch Edition (the “E-Bike”) with BIOH.ME Inc. “Biomega,” “we,” or “us” means BIOH.ME Inc., and “you” or “your” means the person who has placed a Order.

Please read all these Order Terms carefully before placing your Order. By placing your Order, you agree to be legally bound by these Order Terms, collectively with any terms incorporated by reference (including our Terms of Use and the Privacy Policy).  Capitalized terms used but not defined in these Order Terms have the meanings given to them in our Terms of Use.

PLEASE NOTE THAT OUR TERMS OF USE REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.  If you do not agree to these Order Terms, including the use of arbitration, do not place a Order.

1. Order

Each Order for an E-Bike acts as a purchase of the E-Bike.

You and Biomega intend that your Order constitutes a binding contract for the sale and purchase of the E-Bike and you will need to execute Biomega’s standard purchase agreement (“Sales Agreement”) which will include additional terms and conditions, including the final price sheet for the E-Bike you ultimately select (“Your Selected E-Bike”).  Additional payment for Your Selected E-Bike, including taxes and other governmental fees, may be required at that time.

2. Eligibility: Age and Residency; Entity Orders

You must be at least 18 years of age and a resident of the United States to reserve an E-Bike. By agreeing to these Order Terms, you represent and warrant to us that you are at least 18 years of age and a resident of the United States. If you are reserving an E-Bike on behalf of a company, organization or entity (each, an “Entity”) located in the United States, you represent and warrant that you have the authority to bind that Entity to these Order Terms and such Entity agrees to be bound by these Order Terms.

3. Registration

When placing an Order for an E-Bike, you represent and warrant that all information provided is accurate and complete, and you understand that it is your responsibility to keep this information current. You may update your information at any time by contacting Biomega Support at support@biomega.co. Biomega shall not be liable for any reliance on inaccurate or outdated information.

4. Payment

You will be charged the full price of the E-Bike (the “Order Fee”) at the time of placing your Order.  Placing an Order constitutes your express agreement to be charged the Order Fee using your provided payment method.

By providing Biomega with a payment method, you represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate.

In using Biomega’s online payment services, you authorize Biomega to process and display your payment information on a secured Internet site.  You are responsible for the confidentiality of your password, banking or credit card information, and any account information.  Biomega is not responsible for any loss you may incur if someone misuses your password, banking or credit card information, or account information.

5. No Guarantee of Delivery Date

Your priority will be set by the date of payment of your Order Fee, our manufacturing schedule, our delivery and service operations availability and execution of the Sales Agreement. There is no guarantee as to delivery date based on your Order.

6. Cancellation/Refund

You may cancel your Order and receive a full refund of your Order Fee at any time by contacting Biomega Support at support@biomega.co. You will receive your refund within approximately 5-10 business days to your original payment method.

Biomega may cancel your Order at any time, for any reason in Biomega’s sole discretion. If this occurs, Biomega will issue a full refund of your Order Fee to your original payment method within approximately 4-10 business days.

7. E-Bike Configuration and Battery Range

You understand that we may not have begun manufacturing Your Selected E-Bike at the time of your Order and specifications are subject to change at any time. By agreeing to these Order Terms, you represent and warrant that you understand that the E-Bike configuration may change prior to execution of any Sales Agreement.

8. Privacy

Our Privacy Policy is incorporated herein by reference. Please read our Privacy Policy carefully as it provides you with information about Biomega’s privacy practices with respect to your personal information.  If you have questions regarding our Privacy Policy, please contact Biomega Support at support@biomega.co.

9. Force Majeure

The obligations of you and Biomega under this Order Agreement (other than your payment obligations) will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Order Agreement resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

10. Severability

If any portion of this Order Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intent of the parties, and the remainder of this Order Agreement shall continue in full force and effect.

11. No Waivers

Any waiver or failure to enforce any provision of the Order Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Biomega.

12. Assignment

The Order Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Biomega’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

13. No Resellers; Discontinuation; Cancellation

The E-Bike is intended for use only in the country where the E-Bike is sold by Biomega to you, and service will be limited or unavailable outside of that country.

14. Limitation of Liability

Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT,  TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL BIOMEGA OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS Order AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, WITH RESPECT TO DIRECT DAMAGES, AND WHERE THE ABOVE EXCLUSIONS OF INDIRECT, CONSEQUENTIAL, AND OTHER DAMAGES ARE LIMITED OR PROHIBITED UNDER LAW, YOU AGREE THAT, IN NO EVENT SHALL BIOMEGA’S OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS’, EMPLOYEES’, LICENSORS’ AND PARTNERS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS Order AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO BIOMEGA PURSUANT TO THIS Order AGREEMENT.

Exclusion of Damages.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BIOMEGA AND YOU.

No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT BIOMEGA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD BIOMEGA PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

15. Choice of Law

This Order Agreement, its subject matter and its formation, and any related non-contractual disputes or claims, are governed by the laws of the State of New York, without regard to choice or conflict of law principles, except as otherwise provided in connection with an arbitration conducted in New York, New York the Arbitration Agreement within the Terms of Use. 

16. Third Party Beneficiaries

Biomega’s subsidiaries and affiliates shall be entitled to rely upon, shall be express third party beneficiaries of, and shall be entitled to enforce, the provisions of these Order Terms, including without limitation, the Arbitration Agreement and class action waiver.

17. Text Messages, Notifications, and Telephone Calls

By providing your wireless telephone number(s) and/or email address(es) now or in the future, you expressly consent to being contacted at those number(s) (via call or text) and/or email address(es) with non-marketing information about your E-Bike, such as service reminders and appointments.  Providing your wireless telephone number(s) for this purpose also signifies your participation in the Mobile Message Service to receive SMS/text message communications.

For all communications, you can control permission for calls, texts or push notifications by contacting Biomega Support at support@biomega.co. 

18. Entire Agreement

These Order Terms, your Order confirmation, and any terms disclosed at the time of purchase (including the Gift Card Terms), along with our Terms of Use and Privacy Policy, which are incorporated herein by reference, constitute the entire agreement between you and us on the matters contained in these Order Terms. These Order Terms supersede all prior or contemporaneous agreements. In the event of any conflict between these Order Terms, the Gift Card Terms, our Terms of Use and our Privacy Policy in relation to the subject matter contained herein, these Order Terms shall prevail.

19. Printed Agreement

A printed version of this Order Agreement and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

20. Eligibility and Offer Availability

All promotional offers are available while supplies last and are determined strictly by purchase order timestamp, not delivery date. Promotions are non-transferable, have no cash value, and may not be substituted or exchanged unless expressly stated.

Biomega reserves the right to modify or end promotional offers at any time without prior notice, except for purchases already completed.

21. First 100 Purchasers - Included Benefits

The first 100 confirmed purchasers of the BER will receive the following at no additional charge:

• Free kickstand (approximate retail value: $50).
  

• Free shipping
  

• Special pricing of just $2,250

Kickstand Fulfillment

You can expect you receive your FREE kickstand between 15-30 days after the shipment of your BER. Kickstand fulfillment is subject to manufacturer and shipping delays.

22. First 500 Purchasers – Included Benefits

The first 500 confirmed purchasers of the BER will receive:

1. One exclusive entry into a Copenhagen Bicycle-Culture trip drawing
   
   

23. Copenhagen Trip Drawing

One eligible purchaser will be randomly selected to receive:

An all-expenses-paid trip to Copenhagen for two (winner + one guest)

Duration: One week

Total Value: $15,000

Trip Includes

• Round-trip flights (Business Class)
  

• Lodging accommodations
  

• Curated Danish cycling and cultural experiences
  

• Cash balance from the $15,000 total value after airfare, lodging, and cultural expenses are paid
  
  

Additional Terms

• Winner will be contacted via email
  

• Winner must accept the prize within 30 days of notification
  

• If the winner fails to respond or declines, a new winner may be selected
  

• No cash alternative or substitutions
  

• Winner and guest must meet all travel, passport, visa, and insurance requirements
  
  

24. General Terms

• Promotions may not be combined with other offers unless explicitly stated
  

• Biomega is not responsible for third-party service availability, changes, or cancellations
  

• Shipping timelines are estimates and not guaranteed
  

• Taxes, fees, or duties associated with any prizes or benefits are the responsibility of the recipient
  

• By completing a purchase, you consent to receive promotional and transactional communications related to these offers
  
  

25. Contact Us

If you have any questions, complaints, or claims with respect to these Order Terms, please contact us at: support@biomega.co.