Terms of use.

Last Updated: Jul 1, 2022

These terms of use (“Terms”) govern your use of the Ki Therapeutics Inc, DBA EDIT (“EDIT”, or “we”, “us”, or “our”) websites and all other interactive features and communications we provide in connection with the websites, however accessed or used, that we operate, make available, produce, or maintain (collectively, the “Site”). Use of this Site or clicking where indicated constitutes acceptance of these Terms. In addition, when you use or click where indicated to accept any good or service offered through the Site, you agree to the services terms to which such good or service is subject. If you do not accept these Terms, then you may not use the Site.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS. UNLESS YOU OPT OUT, THE ARBITRATION AGREEMENT REQUIRES MOST DISPUTES BETWEEN US TO BE SUBMITTED TO ARBITRATION, ELIMINATES YOUR ABILITY TO PURSUE DISPUTES AS PART OF A CLASS OR GROUP, AND WAIVES YOUR RIGHT TO A TRIAL IN COURT AND BY A JURY.

EDIT may change these Terms on a going-forward basis at any time and in our sole discretion. If EDIT makes changes to these Terms, we will notify you of the changes. Our notice to you may include sending a message to the email address or text message number you provided to us, or notice through the Site. We will also update the "Last Updated" date at the top of these Terms when we make changes.

Your continued use of the Site will confirm your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Site and delete your account. We encourage you to review the Terms from time to time to ensure you understand the terms and conditions that apply to your access to, and use of, the Site.

You must be 18 years of age or older to register and use the Site.

Privacy. Data collection and use, including data collection and use of personally identifiable information, is governed by EDIT’s Privacy Policy which is incorporated into and is a part of these Terms.
Access License. EDIT grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Site. The Site may only be used for the intended purpose for which we make it available. We and our licensor(s) reserve all rights to the Site not expressly granted, whether by implication, estoppel, or otherwise.
Ownership. Excluding Submissions, we and our licensor(s), vendor(s), agent (s), and content provider(s) own all of the content featured or displayed on the Site, including text, graphics, photographs, images, moving images, sound, and illustrations ("Content"). All elements of the Site, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. You may not modify any Content and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content. You will not remove any copyright, trademark, or other proprietary notice from any material found on the Site. You are responsible for ensuring your use is permissible before reusing any Content. You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Site. The Site, Content, and all related rights remain the exclusive property of EDIT or its licensors, vendors, agents, and/or Content providers unless otherwise expressly agreed, and are protected by U.S. and international copyright laws.
Restrictions. Except as expressly permitted herein, you may not reproduce, sell, resell, or otherwise exploit the Site or any part of it for any purpose without our express written consent. Additionally, you will not: (a) use the Site or any Content for any commercial purpose; (b) make derivative use of the Site or Content; (c) download or copy account information for the benefit of a third party; (d) collect and use any Content; (e) use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission; (f) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (g) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (h) bypass any measures we may use to prevent or restrict access to the Site. Any unauthorized use automatically terminates the permissions and licenses granted to you by us.
Trademarks/No Endorsement. All trademarks, service marks and trade names of EDIT used in the Site or the Content (including but not limited to: EDIT’s name, EDIT’s corporate logo, the Site name, the Site design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of EDIT or its affiliates, partners, vendors, or licensors in the United States or other countries. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Marks in any way without our prior written consent.
Account Registration and Security. You understand that you will need to create an account to have access to all of the parts of the Site. You will: (a) provide true, accurate, current, and complete information about yourself or the entity you represent as prompted by the Site's registration or subscription page ("Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we reasonably suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). You are solely responsible for the security and confidentiality of your password and account and for all use of your account. You will not share your account information or your user name and password with any third party or permit any third party to logon to the Site using your account information. You will immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Site. We may provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information may be able to access your account so you should take reasonable steps to protect your personally identifiable information.
Submissions.

Solicited Submission Policy. If we specifically invite or request submissions or comments in connection with the Site, you may submit content to us (“Submissions”). You will only submit Submissions that you have a right to submit You expressly grant us a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform, and display your Submissions and your name, voice, and/or likeness as contained in your Submissions, in whole or in part, and in any form throughout the world in any media or technology for the purposes of operating and providing the Site to you and our other users of the Site. Submissions are non-confidential and we are under no obligation to maintain the confidentiality of any information, in whatever form, contained in any Submission.
Inappropriate Submissions. You may not submit any Submissions that result from or reflect or portray any activity that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (b) may create a risk of any other loss or damage to any person or property; or (c) may constitute a crime or tort. You have not and will not engage in any of the foregoing activities in connection with producing your Submissions. Without limiting the foregoing, in conjunction with your Submissions, you will not: inflict emotional distress on or humiliate others, assault or threaten others, infringe or misappropriate another person’s intellectual property, impersonate any other person or misrepresent your affiliation, title, or authority, send or post unsolicited advertisements or “spam” on or through the Site, or otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. We may, but are not obligated to, to monitor Submissions, and we may remove, refuse to post, edit, truncate, or excerpt any Submission in our sole discretion. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions or any applicable rules or policies linked to in these Terms, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from using the Site and/or the immediate removal of the related materials from the Site at any time without notice. We take no responsibility and assume no liability for any Submissions you or any third party may post.

Others’ Submissions. Submissions do not represent our views or those of any individual associated with us, and we do not control Submissions. You will not represent or suggest, directly or indirectly, our endorsement of Submissions. We do not vouch for the accuracy or credibility of any Submission, and do not take any responsibility or assume any liability for any actions you may take as a result of reviewing any Submission. Through your use of the Site, you may be exposed to Submissions that you may find offensive, objectionable, harmful, inaccurate, or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues, and foreign nationals. By using the Site, you assume all associated risks.
Feedback. If you give to EDIT any idea, proposal, suggestion, or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback, and product improvements ("Feedback"), you give to EDIT, without charge, royalties, or other obligation to you, the right to make, have made, create derivative works, use, share, and commercialize your Feedback in any way and for any purpose. EDIT will treat any Feedback you provide to EDIT as non-confidential and non-proprietary. You agree that you will not submit to EDIT any information or ideas that you consider to be confidential or proprietary.
Third Party Links. The Site may contain links to websites that we and our affiliates do not own, operate, or control. All such links are provided solely as a convenience to you. If you use these links, you will leave the Site. Neither we nor any of our affiliates are responsible for any content, materials, or other information located on or accessible from any other website. Neither we nor any of our affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you access any other websites linked to or from the Site, you do so entirely at your own risk.
Transactional Partners. We may promote the services of third parties (“Partners”) within the Site. In cases where you use Partner services, you are transacting directly with the Partner. When using these Partner services, you are bound by the Partner’s terms of service in addition to remaining bound by these Terms. If there is a conflict between these Terms and a Partner’s terms of service, the Partner’s terms of service will prevail with respect to the Partner’s services. We do not license any intellectual property to you as part of any Partner’s services and are not responsible or liable to you or others for information or services provided by any Partner.
Notification. If you gave us your email address or phone number in connection with your account, then we may send notifications to you via email or via SMS (text message), including to verify your identity before registering your mobile phone number. We may also send you notifications by other means (for example by in-product messages). Data or messaging rates may apply if you receive notifications via SMS.
Suspension and Termination. You or we may suspend or terminate your account or your use of this Site at any time, for any reason or for no reason, with or without prior notice. We may also block your access to the Site in the event that (a) you breach these Terms; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users, or us. If your account is terminated, we may delete data or your Submissions or otherwise disassociate it from you and your account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you). As a result you may no longer be able to access any of the Site or your data or Submissions.
DISCLAIMERS. YOUR USE OF THE SITE IS AT YOUR RISK. THE CONTENT, INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER EDIT NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH THE SERVICE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE, AND NEITHER EDIT, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EDIT OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATIONS OF LIABILITY. EDIT DOES NOT ASSUME ANY RESPONSIBILITY, NOR WILL EDIT BE LIABLE, FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THIS SERVICE, OR YOUR DOWNLOADING OF ANY CONTENT FROM THIS SERVICE. IN NO EVENT WILL EDIT, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) , WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY CONTENT, MATERIALS, INFORMATION, OR SERVICES CONTAINED ON ANY OR ALL OF THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. IN NO EVENT SHALL EDIT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS (US $25.00) OR (B) THE VALUE OF THE SERVICES PURCHASED OR TO WHICH YOU SUBSCRIBE THROUGH THE SERVICE.

THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATED TO THESE TERMS OR THE SERVICE.

Indemnity. You will defend, indemnify, and hold EDIT and any affiliated entity or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (a) the use of the Site or your Submission(s) or other content, message, or information you provide or transmit on or through this Site; (b) your violation of any of these Terms; (c) your violation of any third party right, including without limitation any right of privacy, publicity rights, or intellectual property rights; (d) your violation of any law, rule, or regulation of the United States or any other country; or (e) any other party’s access and use of the Site with your unique username, password, or other appropriate security code.
Release. In the event that you have a dispute with one or more users of the Site, you release EDIT (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Force Majeure. Neither EDIT nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond our or your reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
General. Any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of the State of Florida. You consent to the exclusive jurisdiction of the state and federal courts located in Florida. A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms set forth the entire understanding and agreement between us with respect to the subject matter hereof. We do not guarantee continuous, uninterrupted or secure access to the Site, and operation of the Site may be interfered with by numerous factors outside of our control. Except as set forth in the section titled Dispute Resolution above, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will be enforced. You agree that these Terms and all incorporated agreements may be automatically assigned by EDIT in our sole discretion. Headings are for reference purposes and have no interpretive value. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. All sections which by their context ought to survive these Terms will survive any termination or expiration of these Terms.

Additional Assistance. If you have any questions or comments, you may contact us at info@edit.health.