Terms and conditions
Last Updated 3rd April 2023
Please read these terms and conditions carefully before using Our Platform.
1. Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
Account means a unique account created for You to access our Platform or parts of our Platform.
App Distributor means Apple Inc. or Google Inc.
Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.
Data Portal refers to the clinician facing Content Management System.
Content refers to the source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform.
Country refers to: United States of America.
Company (referred to as either “the Company”, “EXI” “We”, “Us” or “Our” in this Agreement) refers to EXI Therapeutics Inc.
Device means any device that can access the Platform such as a computer, a cellphone or a digital tablet.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Platform.
Mobile Application means the software program provided by the Company downloaded by You on any electronic Device, named “EXI – Weight Intelligence”.
Platform refers to the Mobile Application, Data Portal, the Website or all.
Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Platform.
Website refers to the Company’s website, accessible from https://www.exi.life/us
You means the individual accessing or using the Platform, or the company, or other legal entity on behalf of which such individual is accessing or using the Platform, as applicable.
2.1 These are the Terms and Conditions governing the use of this Platform and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Platform.
Your access to and use of the Platform is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Platform.
By accessing or using the Platform You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Platform.
2.2 The supplemental policies set out in Section 2.5 below, as well as any supplemental terms and condition or documents that may be posted on the Mobile Application, Data Portal and Website from time to time, are expressly incorporated by reference.
2.3 We may update or change our Platform from time to time to reflect changes to our products, our users’ needs and/or our business priorities.
2.4 The Platform is intended for users who are at least 18 years old. If you are under the age of 18, You are not permitted to register for the Platform.
2.5 Your access to and use of the Platform is also conditioned on Your acceptance of and compliance with the Additional policies:
3. Acceptable Use
3.1 You may not access or use our Platform for any purpose other than that for which our Platform are made available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Us.
3.2 As a user of the Platform, You agree not to:
- Systematically retrieve data or other content from the Platform to compile a database or directory without written permission from the Company.
- Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretenses.
- Use the Platform to advertise or sell goods and services, circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any content or enforce limitations on the use.
- Engage in unauthorized framing of or linking to the Platform.
- Trick, defraud, or mislead Us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Make improper use of our support services, or submit false reports of abuse or misconduct.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Interfere with, disrupt, or create an undue burden on the Platform or the networks and services connected to the Platform.
- Attempt to impersonate another user or person, or use the username of another user.
- Sell or otherwise transfer your profile.
- Use any information obtained from the Platform in order to harass, abuse, or harm another person.
- Use the Platform or our Content as part of any effort to compete with Us or to create a revenue-generating endeavor or commercial enterprise.
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform.
- Attempt to access any portions of the Platform you are restricted from accessing.
- Harass, annoy, intimidate, or threaten any of our employees, agents, or other users.
- Delete the copyright or other proprietary rights notice from any of the content.
- Copy or adapt the Platform software.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Platform, or any material that acts as a passive or active information collection or transmission mechanism.
- Use, launch, or engage in any automated use of the system, such as using scripts to send comments or messages, robots, scrapers, offline readers, or similar data gathering and extraction tools.
- Disparage, tarnish, or otherwise harm, in our opinion, Us and/or the Platform.
- Use the Platform in a manner inconsistent with any applicable laws or regulations.
- Threaten users with negative feedback or offering services solely to give positive feedback to users.
- Misrepresent experience, skills, or information about a User.
- Advertise products or services not intended by the Company.
- Falsely imply a relationship with Us or another company with whom you do not have a relationship.
4. User Accounts
4.1 You represent and warrant that: (a) all registration information You submit will be true, accurate, current, and complete and relate to you and not a third party; (b) You will maintain the accuracy of such information and promptly update such information as necessary; (c) You will keep your password confidential and will be responsible for all use of your password and account; (d) You have the legal capacity and You agree to comply with these Terms and Conditions; and (e) You are not a minor in the jurisdiction in which you reside.
You must notify us at email@example.com immediately upon becoming aware of, or suspect, any breach of security or unauthorized use of your account.
4.2 If you provide any information that is untrue, inaccurate, not current or incomplete, We may suspend or terminate your account. We may remove or change a user name you select if we determine that such user name is inappropriate.
5. Intellectual Property
5.1 The Platform and its original content, features and functionality are and will remain the exclusive property of the Company and its licensors.
The Platform is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
5.2 Except as expressly provided in these Terms and Conditions, no part of the Platform or Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
5.3 Provided that you are eligible to use the Platform, You are granted a limited licence to access and use the Platform and Content and to download or print a copy of any portion of the content to which you have properly gained access solely for your personal, non-commercial use.
5.4 You shall not (a) try to gain unauthorized access to the Platform or any networks, servers or computer systems connected to the Platform; and/or (b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Platform or Content, including the modification of the paper or digital copies you may have downloaded.
5.5 We shall (a) prepare the Platform and Content with reasonable skill and care; and (b) use industry standard virus detection software to try to block the uploading of content to the Platform that contains viruses.
5.6 The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Platform.
5.7 Although We make reasonable efforts to update the information on our Platform, We make no representations, warranties or guarantees, whether express or implied, that Content on our Platform is accurate, complete or up to date.
6. Your feedback to Us
6.1 You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
7. Link to third party content
7.1 The Platform may contain links to websites or services operated by third parties. We do not have any influence or control over any such third-party websites or services or the third-party operator. We are not responsible for and do not endorse any third-party websites or applications or their availability or content.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
7.2 We accept no responsibility for adverts contained within websites or services operated by third parties. If You agree to purchase goods and/or services from any third party who advertises in the Platform, You do so at your own risk. The advertiser, and not Us, is responsible for such goods and/or services and if you have any questions or complaints in relation to them, You should contact the advertiser.
8. Platform Management
8.1 We reserve the right at our sole discretion, to (1) monitor the Platform for breaches of these Terms and Conditions; (2) take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions; (3) remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (4) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of our Platform.
8.2 We do not guarantee that the Platform will be secure or free from bugs or viruses.
8.3 You are responsible for configuring your information technology, computer programs and platform to access the Platform and you should use your own virus protection software.
9. Term and Termination
9.1 These Terms and Conditions shall remain in full force and effect while you use the Platform or are otherwise a user of the Platform, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us at firstname.lastname@example.org.
9.2 Without limiting any other provision of these Terms and Conditions, We reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Platform (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation.
If We determine, in our sole discretion, that your use of the Platform is in breach of these Terms and Conditions or of any applicable law or regulation, We may terminate your use or participation in the Platform or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.
9.3 If We terminate or suspend your account for any reason set out in this Section 9, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
10. Limitation of Liability
10.1 Our responsibility for loss or damage suffered by You:
Whether you are a consumer or a business user:
- We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- If We fail to comply with these Terms and Conditions, We will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions, but We would not be responsible for any loss or damage that were not foreseeable at the time you started using the Platform.
Notwithstanding anything to the contrary contained in the Disclaimer / Limitation of Liability section, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to a total aggregate amount equal to the greater of (a) the sum of US$780 or (b) the amount paid, if any by You to Us for the provision of services to you in the 12 month period preceding the date upon which the claim arose.
If you are an Data Portal user:
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, the Data Portal or
- use of or reliance on any content displayed on our Platform.
In particular, We will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are an Mobile Application user:
- Please note that We only provide our Platform for domestic and private use. You agree not to use our Platform for any commercial or business purposes, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If defective digital content that We have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, We will either repair the damage or pay you compensation.
- You have legal rights in relation to goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms and Conditions will affect these legal rights.
11. “AS IS” and “AS AVAILABLE” Disclaimer
11.1 The Platform is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. You agree that your use of the Platform will be at your sole risk except as expressly set out in these Terms and Conditions. All warranties, terms, conditions and undertakings, express or implied (including by statute, custom or usage, a course of dealing, or common law) in connection with the Platform and your use thereof including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement are excluded to the fullest extent permitted by applicable law.
We make no warranties or representations about the accuracy or completeness of the Platform content and are not liable for any (1) errors or omissions in content: (2) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored on our server; (3) any interruption or cessation of transmission to or from the Platform; and/or (4) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party. We will not be responsible for any delay or failure to comply with our obligations under these Terms and Conditions if such delay or failure is caused by an event beyond our reasonable control.
12. Modifications to the Platform
12.1 We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time.
12.2 There may be information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to the Platform, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.
13. Mobile Application
13.1 If You access the Platform via a mobile application, then We grant You a revocable, non-exclusive, non-transferable, limited right to download and install and use the mobile application, from a legitimate marketplace, on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this license.
13.2 You will not:
(a) reverse engineer, decompile or otherwise try to discover the source code of the software/application unless You have first written to Us requesting interoperability information and We have failed to provide you with that information or if We have failed to offer to provide you with interoperability information on reasonable conditions;
(b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the application;
(c) breach any applicable laws, rules or regulations in connection with your access or use of the application;
(d) remove, alter or obscure any proprietary notice (including any notice of copyright or trade mark) posted by Us or the licensors of the application;
(e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
(f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
(g) use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
(h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or
(i) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application.
13.3 The following terms apply when you use a mobile application obtained from the Application Store to access the Platform:
(a) The license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service;
(b) We are responsible for providing any maintenance and support services with respect to the mobile application as specified in these Terms and Conditions or as otherwise required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
(c) In the event of any failure of the mobile application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
(d) You must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then You must not be in breach of their wireless data service agreement when using the mobile application; and
(e) You acknowledge and agree that the App Distributors are third party beneficiaries of these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third-party beneficiary thereof.
14. Governing Law
14.1 The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Platform. Your use of the Application may also be subject to other local, state, national, or international laws.
15. Disputes Resolution
15.1 If You have any concern or dispute about the Platform, You agree to first try to resolve the dispute informally by contacting the Company.
16. United States Federal Government End Use Provisions
16.1 If You are a U.S. federal government end user, our Platform is a “Commercial Item” as that term is defined at 48 C.F.R. Section 2.101.
17. United States Legal Compliance
17.1 You represent and warrant that (a) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (b) You are not listed on any United States government list of prohibited or restricted parties.
18. Severability and Waiver
18.1 Severability – If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
18.2 Waiver – Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
19. Translation Interpretation
19.1 These Terms and Conditions may have been translated if We have made them available to You on our Platform. You agree that the original English text shall prevail in the case of a dispute.
20. Changes to These Terms and Conditions
20.1 We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion
20.2 By continuing to access or use Our Platform after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Platform.
21.1 Using the Platform, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications We provide to you electronically, via email and on the Mobile App and Data Portal satisfy any legal requirement that such communication be in writing.
You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by Us or via the Platform. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
21.2 These Terms and Conditions and any policies or operating rules posted by Us on the Platform or in respect to the Platform constitute the entire agreement and understanding between You and Us.
21.3 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
21.4 We may assign any or all of our rights and obligations to others at any time.
21.5 We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control.
21.6 If any provision or part of a provision of these Terms and Conditions is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
21.7 There is no joint venture, partnership, employment or agency relationship created between you and Us as a result of these Terms and Conditions or use of the Platform.
21.8 For consumers only – Please note that these Terms and Conditions, their subject matter and their formation, are governed by Delaware State law. You and We both agree that the courts of Delaware will have exclusive jurisdiction.
21.9 For business users only – If you are a business user, these Terms and Conditions, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Delaware State law. We both agree to the exclusive jurisdiction of the courts of Delaware.
21.10 The following are trademarks of the Company. You are not permitted to use them without our approval, unless they are part of material our Website explicitly states you are permitted to use.
- EXI, trademarked in the UK/EU and the USA
- iPrescribe Exercise, trademarked in the UK/EU
21.11 Except as stated under the Mobile Application section, a person who is not a party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
22. Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
By email: email@example.com