Welcome to ClinEdge
Last Modified: July 19, 2019
For purposes of these terms of service (these “Terms”), “you” and “your” means you as the user of the Services. By using our Services, you are agreeing to these Terms. Please read them carefully.Homology Medicines, Inc. has partnered with ClinEdge, LLC (“ClinEdge,” “we” or “us”) to assist with certain services for the pheNIX study, including patient recruitment and reimbursement, and hosting the pheNIX study website available at www.phenixpku.com (the “Website”, and together with all services for the pheNIX study and otherwise available through the Website, the “Services”). The Services are provided by ClinEdge, located at 108 Myrtle Street, suite 201, Quincy, MA 02171, United States.
Please note that these Terms include an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in the section titled “Arbitration and Class Action Waiver.”
You must be 18 years of age or older and reside in the United States or any of its territories to use the Services.
In order to use the Services, you must create an account. When you create an account with ClinEdge, you must provide us with information that is accurate, complete and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your account and removal of any of your content.
You are responsible for safeguarding any password that is used to access your account and for any activities or actions resulting from such account. You agree not to disclose your password to any third party.
Using our Services
You must follow these Terms and any other policies made available to you during your use of the Services, which may include policies of Homology Medicines, Inc. or other third parties involved in the pheNIX study.
As further set forth in these Terms, you may not misuse our Services. For example, you may not interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission or are otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services. You may not remove, obscure, or alter any legal notices displayed in or along with our Services.
Third Party Websites and Services
About Software in our Services
When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.
ClinEdge grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by ClinEdge solely in connection with your use of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ClinEdge, in the manner permitted by these Terms. You may not (a) copy, modify, distribute, sell, or lease any part of our Services or included software, (b) reverse engineer or attempt to extract the source code of that software, (c) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services, (d) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same, (e) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services; (f) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; (g) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; (h) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful; (i) use the Services for illegal, harassing, unethical, or disruptive purposes; (j) violate any applicable law or regulation in connection with your access to or use of the Services; or (k) access or use the Services in any way not expressly permitted by these Terms.
Content and Intellectual Property
ClinEdge has no duty to pre-screen content posted on the Website or otherwise made available through the Services by you or other third parties, including other users, whether directly contributed by the third party or contributed by ClinEdge or another third party on behalf of the third party (collectively, “User-Contributed Content”). CLINEDGE IS NOT RESPONSIBLE FOR USER-CONTRIBUTED CONTENT.
ClinEdge reserves the right to decline to permit the postings on the Website or to remove from the Website any User-Contributed Content that fails to meet our content guidelines in effect from time to time or if such User-Contributed Content otherwise violates these Terms, as determined in our discretion. ClinEdge also reserves the right to edit User-Contributed Content. Notwithstanding the foregoing, ClinEdge does not, and is not obligated to, review User-Contributed Content prior to such User-Contributed Content being displayed or otherwise made available on the Website or through the Services.
All User-Contributed Content is the sole responsibility of the party who contributes such Content, and we specifically disclaim all liability for such User-Contributed Content.
By submitting or authorizing User-Contributed Content, you grant to us a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid-up license to use, copy, license, sublicense, adopt, distribute, display, publicly perform, reproduce, transmit, modify, edit and other exploit the User-Contributed Content and the likenesses of any persons (if any) contained therein, in connection with our business.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of ClinEdge, and ClinEdge may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to ClinEdge any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
Users agree that they will not use the Services in a manner that: (i) violates any federal, state, local, or international law or regulation; (ii) may, in the sole discretion of ClinEdge, contribute to the harassment, exploitation, or harm of any person, including activities that may be defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable; (iii) may expose ClinEdge to any liability, including by posting any material that is false, or derogatory or that infringes on or misappropriates the intellectual property rights of third parties; (iv) may be harmful to others, ClinEdge’s operations, or ClinEdge’s reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g. get-rich-quick schemes, Ponzi or pyramid schemes, phishing, or pharming) or engaging in other deceptive practices; or (v) introduces content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, or other malware.
Modifying and Terminating our Services
We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
You can stop using our Services at any time, although we’ll be sorry to see you go. ClinEdge may also stop providing Services to you, or add or create new limits to our Services at any time.
We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.
No Professional Advice.
The content, information and materials on the Services are intended to be a general information resource in regard to the subject matter covered, and are not intended to diagnose, treat, cure, or prevent any disease. You are encouraged to confirm the information contained herein with other sources, and to review the information carefully with your professional healthcare provider. ClinEdge is not engaged in rendering medical or similar professional services or advice via the Services, and the information provided is not intended to replace professional advice or medical advice offered by a physician or other professional healthcare provider. If you desire or need such services or advice, you should consult a professional healthcare provider. You should not construe ClinEdge’s publication of any content on Services as an endorsement by ClinEdge of the views expressed herein, or any warranty or guarantee of any strategy, recommendation, treatment, action or application of medication or preparation made by the author of the content. ClinEdge is not responsible for any health problems that may result from information or advice you receive through using the Services or from participating in the Services. If you rely on any information you receive or learn about through the Services, you agree that you do so at your own risk and are voluntarily participating in these activities.
Our Warranties and Disclaimers
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, ClinEdge, Homology Medicines, Inc. and their respective parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (collectively, the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NONE OF THE COMPANY ENTITIES MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
Liability for our Services
WHEN PERMITTED BY LAW, NONE OF THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE COMPANY ENTITIES FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID US TO USE THE SERVICES AND (B) ONE HUNDRED DOLLARS ($100).
By using the Services, you agree to defend, indemnify and hold harmless the Company Entities from and against any and all claims, damages and costs, including reasonable attorneys’ fees and related expenses, arising from or related to: (i) your use of the Services or any content available thereon; (ii) your breach or alleged breach of these Terms; (iii) a claim, which if true, would constitute a violation by you of your representations and warranties or of applicable federal, state, local or international laws or regulations; (iv) any User-Contributed Content provided by you; and (v) a claim alleging your negligence or willful misconduct related to the Services or any content available thereon. You may not settle any claim without the prior written consent of ClinEdge, which shall not be unreasonably withheld.
Business uses of our Services
If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify the Company Entities from any claim, suit or action arising from or related to your use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
Notification of Infringement
We respect the intellectual property rights of others. ClinEdge does not permit or tolerate the posting of any User-Contributed Content that infringes any person’s intellectual property rights. Should you become aware of or suspect any copyright infringement on this Site, please contact ClinEdge at [contact email] and provide the following information in writing:
Arbitration and Class Action Waiver
Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact ClinEdge and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of ClinEdge’ s services and/or products, including the Services, will be resolved by arbitration. You and ClinEdge agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and ClinEdge are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and ClinEdge will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, ClinEdge will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to email@example.com or to the U.S. mailing address listed at the bottom of this Agreement. The notice must be sent to ClinEdge within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, ClinEdge also will not be bound by them.
About these Terms
We may modify these Terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the Terms regularly. We’ll post notice of modifications to these Terms at the top of this page. We’ll post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than thirty (30) days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
These Terms control the relationship between ClinEdge and you. Notwithstanding the foregoing, Homology Medicines, Inc. shall be a third party beneficiary of these Terms, with the power to directly enforce any term against you.
If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
If it turns out that a particular term is not enforceable, this will not affect any other terms.
The laws of Massachusetts, U.S.A., will apply to any disputes arising out of or relating to these Terms or the Services.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210
You may contact us regarding the Services or these Terms at: 108 Myrtle Street, Suite 201, Quincy, MA 02171 by phone at 857-284-7574 or by e-mail at firstname.lastname@example.org.
About The Sponsor
Homology Medicines, Inc. is a genetic medicines company dedicated to transforming the lives of patients suffering from rare genetic diseases with significant unmet medical needs by curing the underlying cause of the disease.