Terms of Use

Epicrispr Biotechnologies, Inc.

Terms of Use. Epicrispr Biotechnologies, Inc. is pleased to provide you with experimental tools to generate suggestions for gRNA sequences for use with the CRISPR-Cas mini systems (such tool, the "gRNA Suggestion Tool" and such gRNA sequences corresponding to certain biologic targets, the "Suggested gRNA Sequences"). Please carefully read these terms (collectively, these "Terms"). By clicking, accessing, or using our gRNA Suggestion Tool and Suggested gRNA Sequences, you agree that you have read and will be bound by these Terms. If you do not agree to these Terms, you may not use our gRNA Suggestion Tool or the Suggested gRNA Sequences.
Purpose. Epicrispr Biotechnologies, Inc. provides the gRNA Suggestion Tool for general informational and/or research purposes only as further described in these Terms as a public service to promote the awareness of the CRISPR-Cas mini sequence, and the gRNA Suggestion Tool is not offered to promote or solicit potential customers for Epicrispr Biotechnologies, Inc.. Epicrispr Biotechnologies, Inc. may, but is not required to, provide you with technical and customer support for your use of the gRNA Suggestion Tool.
gRNA Sequence Suggestion. The gRNA Suggestion Tool allows you to submit biological target of interest ("Your Target"). Epicrispr Biotechnologies, Inc. may use Your Target to provide Suggested gRNA Sequences to you and to improve the gRNA Suggestion Tool. Epicrispr Biotechnologies, Inc. may also aggregate Your Target with the data of other users of the gRNA Suggestion Tool, and Epicrispr Biotechnologies, Inc. may use the resulting aggregated data set for any purpose. Accordingly, you hereby grant Epicrispr Biotechnologies, Inc. a non-exclusive, royalty-free, transferable, irrevocable, worldwide license to (i) use Your Target to provide the Suggested gRNA Sequences to you and to improve the gRNA Suggestion Tool and (ii) use Your Target in an aggregated form for any purpose.
Intellectual Property Rights. The gRNA Suggestion Tool, Suggested gRNA Sequences and Your Target may be protected by intellectual property laws in the United States and other jurisdictions. Nothing in these Terms gives you any right to copy or distribute any part of the gRNA Suggestion Tool or Suggested gRNA Sequences. Epicrispr Biotechnologies, Inc. is not granting you a license to the gRNA Suggestions Tool, Suggested gRNA Sequences, or Your Target. Any rights not expressly granted herein are reserved by Epicrispr Biotechnologies, Inc. and its third-party licensors. No license or immunity under any third-party intellectual property is either granted or implied by provision of access to or your use of the gRNA Suggestion Tool, Suggested gRNA Sequences, or Your Target. In particular, no licenses to third party intellectual property relating to CRISPR-based systems, methods, or compositions are provided. It is solely your responsibility to determine whether you may be required to obtain any additional or third-party intellectual property rights resulting to your use of the gRNA Suggestion Tool, Suggested gRNA Sequences, or Your Target, and to obtain such additional or third-party intellectual property rights if required.
Relationship Between You and Epicrispr Biotechnologies, Inc. This agreement does not create any agency, partnership, joint venture, service, or other business relationship between you and Epicrispr Biotechnologies, Inc.. Nothing in this agreement shall obligate Epicrispr Biotechnologies, Inc. to proceed with any other transaction or collaboration with you.
Disclaimers

a. No Warranties. The gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target as well as all content, data, designs, information, materials, and software on the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target are provided on an 'as is' basis without any express or implied warranties of any kind. Epicrispr Biotechnologies, Inc., to the fullest extent permitted by law, disclaims all express and implied warranties including the implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Without limiting the generality of the foregoing, Epicrispr Biotechnologies, Inc. does not warrant the accuracy, reliability, completeness, lack of defects, or availability of the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target or any other content, data, designs, information, materials, services, software, or results obtained from the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target.

b. Medical Advice Disclaimer. The gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target, including the text, copy, audio, video, photographs, illustrations, graphics, and other visuals on the website, are for informational purposes only and do not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind. Epicrispr Biotechnologies, Inc. does not recommend or endorse any specific tests, products, procedures, opinions, or other information that may be included in the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target or generated through their use, including through use of the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target. The gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target are for NON-CLINICAL RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC, DIAGNOSTIC, PROPHYLACTIC, OR OTHER MEDICAL USE. The gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target have not been subject to regulatory review by any government body or other organization. Epicrispr Biotechnologies, Inc. does not validate the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target for therapeutic, diagnostic, prophylactic, or other medical use. You are solely responsible for determining whether the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target are suitable for your intended use, and your reliance on any information appearing on the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target or generated from the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target or otherwise through gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target is solely at your own risk.

c. Use Outside of the United States. Epicrispr Biotechnologies, Inc. makes no claims that the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target are appropriate or may be used outside of the United States. Access to the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target may not be legal by certain persons or in certain countries. If you access our gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Epicrispr Biotechnologies, Inc. reserves the right to limit provision of the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target to any person, geographic region, or jurisdiction and to limit the quantities of any products or services we provide.

d. We may update or modify the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target in any manner from time to time in our sole discretion, including by discontinuing the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target or any feature thereof, without notice. We also reserve the right to revise these Terms or any portion of them at any time.

e. In no event will Epicrispr Biotechnologies, Inc. or its affiliates, suppliers, or content providers be liable for any indirect, consequential, incidental, or punitive damages (including lost profits and damages resulting from lost data or business interruption) resulting from the use or inability to use our gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target, or other software available on the website, or any claim attributable to errors, omissions or other inaccuracies on our gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target, whether based on warranty, contract, tort, or any other legal theory, and regardless whether Epicrispr Biotechnologies, Inc. is advised of the possibility of such damages. Epicrispr Biotechnologies, Inc. has no liability for all claims arising out of or relating to the use of (or inability to use) the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target.
Indemnification for Clinical and Other Medical Uses. You will indemnify, defend, and hold harmless Epicrispr Biotechnologies, Inc., its affiliates and each of their officers, directors, employees, distributors, and agents from and for any claim, loss, damage, expense, or other liability (including reasonable attorneys' fees and costs) arising from your use of the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target for any purpose.
Compliance with Law. You represent and warrant that you will use the gRNA Suggestion Tool, Suggested gRNA Sequences, and Your Target in compliance with all applicable laws, regulations, and governmental policies. You are solely responsible for obtaining all necessary approvals, licenses, and permissions that you may need related to such use.
Governing Law and Arbitration. These Terms will be governed by and construed in accordance with the laws of the State of California, USA, without reference to its choice of law principles to the contrary or to the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of or related to this Agreement or the breach thereof, including whether any particular dispute is subject to arbitration hereunder, shall be finally settled by binding arbitration in English under the International Arbitration Rules of the International Centre for Dispute Resolution by one arbitrator sitting in San Mateo County, California, and appointed in accordance with said rules; except that either party may apply to any court of competent jurisdiction for injunctive relief. Judgment on the award rendered by the arbitrator may be entered in and enforced by any court of competent jurisdiction.
General Provisions. If any provision or part of these Terms is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Terms. Headings are for convenience only and shall not be used in the interpretation of these Terms. The word "including", as used herein, is used by way of example and not by way of limitation. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without Epicrispr Biotechnologies, Inc.'s prior written consent. Epicrispr Biotechnologies, Inc. may assign these Terms at any time without notice or consent. The failure of either party to require performance of any provision will not affect the right to require performance at any other time after that, nor will a waiver by either party of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent allowable, and the other parts of these Terms will remain in full force and effect.