Request to Join
has invited you to join this group
(Revised September 12, 2018)
Thank you for taking part in the uBiome Microbiome Innovation Challenge (the “Challenge”). By participating in the Challenge, you are agreeing to these rules and to be bound by the terms and conditions so please take a few minutes to read them over.
There are two parties entering into this agreement, you and us.
In this agreement, the first-person plural pronouns “We”, “Us”, “Our”, “Ours”, etc. refer to uBiome, Inc., 180 Steuart St #194165, San Francisco, CA 94105, USA.
Similarly, the second-person pronouns “You”, “Your”, “Yours”, etc. refer to you. If you are acting on behalf of your company, you are attesting that you are authorized to enter this agreement on behalf of your company. Even if you are acting on behalf of your company, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us.
Phrases such as “we both”, “both of us” or “both parties” refer to both you and us collectively.
The term “this Website” or “this Website” refers to challenge.ubiome.com and all of its subdomains
The term “User” refers to anyone who accesses, views or uses this Website
The term “Submission” or “Entry” refers to information that is submitted to the Challenge using the “Submit an Idea” button or other means
The term “Applicant” refers to anyone who submits an Entry to the Challenge
The term “Judge” refers to the Users who are listed on the “Judges” tab of the Challenge Website. Judges may offer comments and feedback to Applicants. The opinions of the Judges are their own and we are not responsible for anything that Judges post on the Website.
The term “Vote” refers to an action whereby a User of the Website clicks a button labeled “Vote” on a submission. The Website records the event and adds one vote to the total number of Votes received by that submission.
The term “Sponsor” refers to any party offering in-kind or monetary support to the Challenge and may be added at any time. Please contact us for current sponsors.
The purpose of the Challenge is to connect clinicians, healthcare providers, researchers, trainees and medical students to advance the science of the microbiome in order to improve clinical outcomes. To accomplish this, we have provided resources on this Website including images, text and an online forum where you can submit your ideas and receive feedback from experts and peers.
The Challenge is open only to individuals who are 18 years of age or older as of the date of entry. The following individuals are ineligible:
Employees of uBiome, and/or any member of their immediate family (i.e., a spouse, parent, grandparent, child or grandchild) or household of any of the foregoing individuals; and
Residents of countries, states or other jurisdictions where such Challenges are prohibited or restricted
Entries may be submitted by groups of individuals (a “Team”). Each Team must designate a single member of the Team who will serve as the Team’s sole representative for communications and all other purposes in connection with the Challenge (the “Team Leader”). Each Team member shall be considered an (“Applicant”) hereunder and must meet the eligibility requirements specified in Section 4 above. All agreements, consents, representations and warranties made or given by a Team Leader herein or otherwise in connection with the Challenge will be binding upon all members of the pertinent Team as if made by each such member.
When you submit an Entry to the Challenge, you are entering into a legal agreement and you agree to all of these terms.
By submitting your Entry to the Challenge, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. The same holds true if you submit your Entry by any means outside of the Website (such as email, written letter, etc.).
We offer you the use of our Website, including the Challenge, completely free of charge to you in the hope that you find it useful to foster communication and collaboration with your peers. In recognition of this, you acknowledge and agree that the rights and protections afforded to us in this Agreement are fair and equitable in relation to the benefits we provide to you.
You promise that you will use this Website in good faith, will use your real name and only provide accurate information to the Challenge. You further stipulate that:
You are an actual living person and your profile information on the Website is accurate.
You will not register an account under a false name, upload an inaccurate profile photo, or use a “throwaway” email address when registering (e.g. an email address generated by a site such as “FakeEmailGenerator.com”).
You will not claim to have credentials (i.e. Medical Doctor, Physician Assistant, Registered Nurse, PhD, etc.) that you do not rightfully hold.
You are an individual submitting your own idea, or, if you are submitting an idea on behalf of a company, you acknowledge you have the right to do so and you should specify the company name in your submission.
You will not violate any rights of uBiome, Inc., the Sponsors or any third party, including, but not limited to, intellectual property rights such as copyright or trademark rights.
You are responsible to provide at your cost all equipment, software, mobile access, and internet access necessary to participate in the Challenge.
You will not post or submit any material that is inappropriate, offensive, profane, pornographic, racist, bigoted, libelous, harassing or material that may cause insult or suffering in others.
You will not post or submit content that violates third party rights (such as copyright or intellectual property) or applicable laws.
You will not post or submit content that violates research ethics, your institutional policies or requirements of your IRB.
You will not copy or transfer any part of this Website.
If your actions cause any losses to us, either directly or indirectly, you agree to pay all damages, losses and costs incurred as a result. This includes any claims brought against us by third parties as a result of your actions.
You will not copy, broadcast, display, sell or transmit any of the copyrighted information on this Website.
You will not “hack” or reverse engineer any of the software, applications or services running on this Website.
You will not use this Website in the commission of any crime.
You will not advertise, tell directly or imply indirectly to anyone that you are affiliated with or endorsed by us. You will also not use any of our logos or trademarks without our permission.
You will not attempt to override any access controls or security measures on the Website.
You will not interfere with or disrupt others access to this Website.
You agree to take full responsibility for determining whether you have any reporting duties or other obligations under the Sunshine Act or other applicable federal or state law due to any prizes you may win or gifts you may receive as a result of entering the Challenge.
You agree to comply with all applicable laws.
We may amend this Agreement from time to time with or without advance notice by posting an amended version on this Website. Please check back here from time to time to see if the “Revised” date above has changed.
You retain ownership of the information you submit to the Challenge under this Agreement. However, you do grant us and the Sponsors a license to the information you provide us, as follows:
We, as well as the Sponsors, may share this information with the Challenge judges, Sponsors and our subsidiaries and affiliates and contractors
We, as well as the Sponsors, may publicize this information freely on any media including but not limited to the Internet, television and print media
This license applies worldwide, in perpetuity and is irrevocable
You grant this license to us and the Sponsors completely free of charge and without royalty now or in the future
Once you submit your information to the Website, it may immediately become public for anyone on the Internet to view and use. If you want us to delete the information after it has been posted, we will consider your request but we are under no obligation to grant your request. We have the sole and final discretion whether or not to delete your information.
We will do our best to preserve the information, but any information you submit to us is at your own risk of loss and you relinquish any rights to damages or compensation in the event we lose your information
You represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights
We may, at our sole discretion, for any reason or for no reason, and at any time, remove your information, including but not limited to your User account, submissions, posts, votes and comments, from the Website. You acknowledge that you have no rights to seek any damages or any other compensation in the event that we delete your information.
You understand and agree that you will receive no compensation for your Submissions or for anything else in relation to this agreement.
As mentioned, we will provide notifications to you via this Website. If you turn on notifications in your profile settings, we will attempt to send an email notification to your registered email address when we post new information. However, since email delivery is not guaranteed, please check back here for updates periodically.
We are not responsible for the actions of any third parties.
We may use third-party plug-ins which provide us information about our audience and help us to improve our service. We also may use plugins to serve tailored content and advertising to our readers. These plug-ins may collect information about you using tracking cookies, “beacons” or other technologies. You acknowledge that we have no control over how these plug-ins operate, what information they collect and what the providers of these plug-ins do with that information. You agree not to hold us responsible for or seek damages from us for any cause arising from the actions of any of these plug-ins or their providers. For a complete list of the plug-ins we use and the companies that provide them, please email firstname.lastname@example.org. You are free to use ad blockers or other technologies to suppress these plug-ins.
You agree to release us completely and in perpetuity from any liability to you for any damages, direct or indirect, whether by our negligence, action or omission of action, that you may incur related to this Agreement, your participation in the Challenge or your use of this Website. Where local law does not allow this, then you agree that our liability to you is limited to the lowest amount allowable by local law.
The Challenge may be sponsored by one or several organizations and companies (the "Sponsors") who are specified in Section 2 of this Agreement or listed on the Challenge Sponsor page. You agree to release all of these Sponsors completely and in perpetuity from any liability to you for any damages, direct or indirect, whether by the Sponsors' negligence, action or omission of action, that you may incur related to this Agreement, your participation in the Challenge or your use of this Website. Where local law does not allow this, then you agree that the Sponsors' liability to you is limited to the lowest amount allowable by local law.
The Submission Deadline is displayed on the Challenge Website. No Submissions will be accepted after the Submission Deadline. We reserve the right to change the Submission Deadline at any time at our sole discretion for any reason or for no reason.
The Voting Deadline is displayed on the Challenge Website. No Votes will be recorded after the Voting Deadline either from Judges or from other Users. We reserve the right to change the Voting Deadline at any time at our sole discretion for any reason or for no reason.
We have the sole and final authority to accept or reject submissions. We reserve the right to reject any submission for any reason or for no reason, and you shall have no recourse, legal or otherwise, if your submission is rejected. We have the sole and final authority to decide the finalists and winners of the Challenge, regardless of the results of the online voting and judge voting. We reserve the right to disqualify anyone from the Challenge for any reason or for no reason. You hereby relinquish your right to dispute our decision now and in perpetuity by any means including, but not limited to, legal action or injunctive relief. You also agree that you will not seek any damages from us or the Challenge Sponsors, arising from the results of the online voting, judging or scoring of the Entries, or selection of the Finalists and Winners.
We may, at our sole discretion, designate one or more Applicants as “Finalists”. Finalists may be invited to present their Entry in person at an event (the “Final Event”) that may be held at any time following the Voting Deadline. We may publish the scheduled date, time and location of the Final Event however we reserve the right to change the date, time and location of the Final Event at our sole discretion for any reason or for no reason. Only Applicants that are designated on the online submission as members of the Team will be eligible to present at the Final Event. We reserve the right to not schedule, reschedule or cancel Final Event for any reason or no reason.
One or more prizes may be awarded to one or more Applicants. The value of the prize, such as in-kind laboratory services, will be Fair Market Value (FMV), not contingent on generating business or referrals to uBiome and subject to compliance with law.[FM1] To accept any prize, you will be required to sign an Acceptance Agreement to that effect. We have the sole and final authority to choose which Applicants will receive prizes. You hereby relinquish your right to dispute our decision now and in perpetuity by any means including, but not limited to, legal action and injunctive relief. You also agree that you will not seek any damages from us or the Challenge Sponsors, arising from our awarding of Prizes.
Some Prizes may be furnished by third party Sponsors. We will not be responsible for any actions of these third party Sponsors including, but not limited to their failure to deliver the Prizes to the Applicants who have been awarded Prizes. Furthermore, you agree that you release us from any liability for any losses or damages incurred as a result of your taking possession of and using the Prizes.
If you are invited to attend or present your Submission at the Final Event, you do so at your own risk and expense. Unless otherwise agreed separately, you agree that you must pay all expenses related to your attendance at the Final Event, including, but not limited to transportation, lodging and meals. Neither we nor any Sponsor is liable for any losses or damages you incur as a result of your participation in the Final Event.
A panel of judges selected by us and/or the Sponsors will vote on the Submissions at various points after the submission period begins. You agree that the decision of these judges is final and you relinquish all rights, now and in perpetuity, to challenge the decision of these judges or to seek damages from us, the Judges or the Sponsors in relation to the Judging of the Final Event.
You hereby authorize us and all Sponsors to photograph, film, videotape, digitally record and/or sound record you at the Final Event if one is held. You hereby assign all rights in the resulting photographs, film, videotape, digital recordings and/or sound recordings (the “Broadcast Content”) to us and authorize us to reproduce, distribute, display, and/or perform said material, in hard-copy and electronic formats, for any purpose. You also authorize us to use the Broadcast Content in derivative works.
You hereby release us, our agents and all Sponsors from any and all claims and demands arising out of or in connection with their use of the Broadcast Content, including without limitation claims for libel or invasion of privacy.
You understand that you will receive no compensation in connection with the above.
You can terminate this agreement any time by written notice to us. We can terminate this agreement at any time by written notice to you. The provisions of this Agreement covering the handling of your information and the liability of us and the Challenge Sponsors survive and remain in effect after termination of this agreement. Specifically, sections 9, 12, 15, 16, 17, 18 22 and 23 survive and remain in effect after termination of this agreement.
If you continue to use this Website after termination, then you are agreeing to the reinstatement of this Agreement and you will be bound by all its terms and conditions.
We do not guarantee that this Website will be available and accessible all the time. You agree that you have no right to any damages for any losses you incur directly or indirectly as a result of unavailability of this Website.
We may, at our sole discretion, suspend your access to this Website for any reason or for no reason. You agree that you have no recourse and are entitled to no compensation or damages in this case.
You acknowledge that we cannot guarantee that every User who wishes to vote for your Entry will be able to do so, nor can we guarantee that there will be no errors in the recording of votes and calculation of total scores. The ability of any User to vote for an Entry and the recording and calculation of votes and scores may be affected by site performance, site availability (i.e. downtime), software bugs, User error or other causes. You agree that neither we nor the Sponsors are responsible for any instance of a User’s inability to vote or an error in recording or calculating votes or scores, regardless of the reason. You relinquish now and in perpetuity any and all rights you have to any damages, compensation, injunctive relief or other recourse in relation to a User’s inability to vote for your Entry or an error in recording or calculating votes or scores.
If either of us have a dispute that we cannot resolve by mutual good-faith negotiation, we both agree to the sole jurisdiction of the courts of the State of California in any legal dispute. You hereby relinquish your right to join or consolidate claims (i.e. form a “class”) unless state law prohibits such relinquishing of your right.
You waive your rights to injunctive relief against uBiome, Inc. and/or the Sponsors, but we do not waive our rights to injunctive relief.
If any provision in this Agreement shall be found or be held to be invalid or unenforceable then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect unless the severed provision is essential and material to the rights or benefits received by any Party. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the Parties’ intent in entering into this Agreement.
No waiver of any term or condition of this Agreement shall be valid or binding on a Party unless the same shall have been set forth in a written document, specifically referring to this Agreement and signed by the waiving Party. The failure of a Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by one or both of the Parties of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a Party to enforce each and every such provision thereafter.
The terms and conditions contained in this Agreement (including the Exhibits hereto) and the documents referred to herein constitute the entire agreement between the Parties and supersede all previous agreements and understandings, whether oral or written, between the Parties with respect to the subject matter hereof.
Neither Party nor any Sponsor shall be liable for delays or failure to meet its obligations pursuant to this Agreement due to causes beyond the Party’s reasonable control[FM2].
This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. In no event shall either Party assign this Agreement without the other Party’s prior written consent.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any such section nor in any way affect this Agreement.
©2018 uBiome, Inc.