uBiome Innovation Challenge Terms of Service

Last updated on September 12, 2018

Thank you for joining The uBiome Innovation Challenge! By using the Challenge website, you are agreeing to these rules, terms and conditions so please take a few minutes to read them over.

IMPORTANT NOTE: By using Challenge you are entering into a legally binding agreement. Please read it.

The terms of service for uBiome.com are separate from the Challenge and are available here and incorporated here by reference.

1. Parties

  • There are two parties entering into this agreement, you and us.

  • In this agreement, the first-person plural pronouns "We", "Us", "Our", "Ours", etc. or the proper name "Challenge" refer to uBiome, Inc., 180 Steuart St #194165, San Francisco, CA 94105 USA. We are the company who owns and operates the Challenge website.

  • Similarly, the second-person pronouns "You", "Your", "Yours", etc. refer to you. 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.

2. Purpose

The purpose of the Challenge is to provide a website where healthcare providers, trainees and medical students can network, connect, collaborate, share information, develop their careers and advance the science of the microbiome through clinical research.

3. Your Agreement

When you use the Challenge site, you are entering into a legal agreement and you agree to all of these terms.

By using the Challenge website, 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.

4. Your Obligations

  • You promise that you will use this site in good faith, will use your real name and only provide accurate information to Challenge.
  • You will not sign up under a false name or with someone else's name, even with their consent. The value of Challenge is in providing a place where users can communicate openly and honestly. Signing up under a false name significantly damages the Challenge community and therefore you agree that if you do so, you may be liable to pay Challenge monetary damages.
  • You will load onto your profile a profile photo that is a clear photo of your own face. Uploading any photo other than a clear photo of your own face is grounds for cancellation and deletion of your account, and removal of all of your content. Uploading a photo that is of someone other than you, or that is of objects, scenery, etc. is not allowed.
  • You will not create an account on the Challenge using a false, fake, "throwaway" or temporary email address (such as those generated on sites like fakemailgenerator.com and mailinator.com). You will only use a real email address that delivers email to you. If you create an account using a social media account (e.g. Facebook, Twitter, Google Plus or LinkedIn) you must use a social account that is legitimately held by you and that contains accurate information about you.
  • You will not impersonate a physician, medical student or other healthcare provider on the Challenge.
  • Signing up for either a physician account or a medical student account in violation of this provision constitutes fraud and is a criminal offense (Impersonating a Physician) in many states. In addition, these actions will significantly damage the Challenge community and the reputation and value of uBiome, Inc. You agree that if you violate this provision then you will be liable to pay us liquidated damages in the amount of $100,000 USD for each offense, or the maximum amount allowable by law, whichever is lower. Challenge will cooperate with local, state and federal law enforcement agencies to criminally prosecute violators.
  • You will not solicit other users of the Challenge with offers of internships, employment, recruiting or other services or products of any kind.
  • You will not post content that advertises a product or service. You will not violate any rights of uBiome, Inc. or any third party, including 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 use the Challenge.
  • Any idea or proposal you submit will be submitted with the intent to perform ethical, appropriate research compliant with local laws, your institutional policies and IRB requirements.
  • You will not post or submit any material that is inappropriate, offensive, profane, pornographic, racist, bigoted, threatening, harassing or intended to cause insult to, or anguish, fear or anxiety in others. The Challenge reserves the right to remove any of your content from our website without notice to you at any time for any reason or for no reason and at our sole discretion.
  • The Challenge is not intended as a forum for discussing the medical conditions or histories of specific patients. While uBiome’s core clinical and research platforms are Health Insurance Portability and Accountability Act ("HIPAA") compliant, the separately hosted Challenge is NOT compliant with HIPAA with regard to the privacy and protection of patient medical records. You will not post any information about a person's medical condition, medical history or any other information that would constitute a violation of HIPAA. You promise to defend, indemnify and hold harmless the Challenge and its directors, officers, employees, agents and controlling persons (the Challenge and each such person being an "Indemnified Party") from and against any and all losses, claims, costs, expenses (including reasonable attorneys' fees and costs) damages and liabilities (each, a loss), jointly and severally, as incurred, to which such Indemnified Party may become subject under any applicable law related to or arising out of your violation of HIPAA or of this Agreement.
  • You will not post or submit content that violates third party rights (such as copyright or intellectual property) or applicable laws.
  • 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 could include 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 site 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 the Challenge. 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.

5. Revisions to this Agreement

We reserve the right to change the terms of this Agreement and will provide you advance notice if the terms change, by sending you an email to your email address as registered in your account profile, and by notifying you with a popup message the next time you log in. If you don't agree to these changes, you have the option to delete your account and stop using the website. We agree that changes cannot be retroactive.

6. License and Warranty for your Submissions

You retain ownership of the information you submit to the Challenge under this Agreement. However, you do grant us a license to the information you provide us, as follows:

  1. We may share this information with the Challenge employees, contractors and affiliates to the extent necessary for them to perform their jobs
  2. We may use this information in accordance with our Privacy Policy
  3. This license applies worldwide, in perpetuity and is irrevocable
  4. You grant this license to us completely free of charge and without royalty now or in the future
  5. You may request us to delete your information at any time and we will make reasonable efforts to comply, but we cannot guarantee that any other parties who obtained this information under this agreement will also comply
  6. 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
  7. 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

7. Notifications

As mentioned, we will provide notifications to you via this website. We will also try to contact you by email with important notifications if we have your email address. However, since email delivery is not foolproof, always check this site periodically for any important notices.

8. Privacy

Please refer to the Challenge Privacy Policy.

9. Third Party Actions

We are not responsible for and will not be liable for damages caused either entirely or partially by the actions of any third parties.

10. Liability

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. Where local law doesn't allow this, then you agree that our liability to you is limited to the lowest amount allowable by local law. In no event will we be liable to you, or others, for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages arising from or related to this agreement, even if you are advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.

11. Warranty

OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, NEITHER UBIOMENOR ITS PARTNERS, SUPPLIERS OR DISTRIBUTORS, MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES PROVIDED FROM OR IN CONNECTION WITH THE UBIOMEWEBSITE. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THESE SERVICES, THE SPECIFIC FUNCTIONS OF THESE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE ALL SERVICES AS IS.

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.

12. Termination

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. 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.

13. Suspension or Interruption of Service

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, remove your account and/or delete all of your content 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.

14. Jurisdiction and Disputes

If either you or we have a dispute that we cannot be resolved by mutual good-faith negotiation, we both agree to the sole jurisdiction of the courts of the California [FM1] in any legal dispute.

15. Miscellaneous

15.1 Severability

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 reasonable 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.

15.2 No Waiver

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.

15.3 Entire Agreement

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.

15.4 Force Majeure

Neither Party shall be liable for delays or failure to meet its obligations pursuant to this Agreement due to causes beyond the Party's reasonable control, provided, however, the foregoing shall not apply to a Party's payment obligations.

15.5 Binding; Assignment

This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. In no event shall you assign this Agreement without our prior written consent.

15.6 Headings

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.

15.7 No Injunctive Relief

You waive your rights to an injunction against uBiome and its partners and contractors., but uBiome does not waive our rights to injunctive relief.

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