MYCROBIOMICS | MYCROFRIENDS BETA WEBSITE V.1


TERMS OF USE

Last Updated on March 23, 2017

This website www.mycrofriends.com (the “Site”), is brought to you by Mycrobiomics, Inc. (“Mycrobiomics,” “we,” “us,” or “our”) to power our MycroFriends experience pathway (the “User Experience”) and other services available through the Site.  

Please read these terms and conditions of use (the “Terms of Use” or “User Agreement”) carefully before using the Site, User Experience and/or Website Content (as defined below) as they constitute a legally binding contract between you and Mycrobiomics.  This User Agreement sets forth the terms and conditions which govern your use of the Site, User Experience and the Website Content.  By browsing, accessing or otherwise using the Site, User Experience and/or Website Content in any manner, you hereby accept, without limitation or qualification (1) these Terms of Use, and (2) the privacy policy for the Site (the “Privacy Policy”).  If you do not agree to these Terms of Use or the Privacy Policy, you may not use the Site, User Experience or Website Content and must exit the Site now. 

Please review the Terms of Use periodically.  We reserve the right, in our sole discretion, to update or revise these Terms of Use at any time. In the event of any such update or revision, we will change the "Last Updated" date above and describe the changes in a chart at the bottom of the agreement.  Such updates or revisions shall become effective immediately upon the posting thereof. Your continued use of the Site, User Experience and/or Website Content following the posting of updates and/or revisions to the Terms of Use will constitute your acceptance of such update and/or revised Terms of Use. The most current version of the Terms of Use can be accessed at any time by selecting the Terms of Use link on the Site’s home page and at the bottom of every page of the User Experience.

  1. Website Content.

  1. Description of Website Content. The Site and User Experience contain a wide variety of Website Content (defined below), whether (1) proprietary to Mycrobiomics, or (2) proprietary to third parties.  “Website Content” includes, but is not limited to text, data, files, documents, surveys, reports, software, scripts, layout, design, function and “look and feel,” graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials that you may view, access or download (subject to the terms herein) through the Site and/or User Experience.

  1. Our Proprietary Rights. You acknowledge and agree that all Website Content, whether publicly posted or privately transmitted, as well as all derivative works thereof, are owned by Mycrobiomics or other parties that have licensed their material to Mycrobiomics, and are protected by copyright, trademark and other intellectual property laws.  Except as specifically permitted herein, Website Content may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed for your commercial or business purposes, including by e-mail or other electronic means, without the prior consent of Mycrobiomics or such third-party that owns the Website Content.  All rights not expressly granted herein by Mycrobiomics and/or its licensors to you are reserved by Mycrobiomics and/or its licensors.

  1. Accessing and Downloading Website Content. You download information from Mycrobiomics at your own risk.  Mycrobiomics does not warrant that the Site or User Experience or materials available therefrom are compatible with your equipment or that any such information is free from invasive or corruptive files or Harmful Code (as defined below).  Mycrobiomics will not be liable or have any responsibility of any kind for any loss or damage that you incur as a result of (a) use of the Site, User Experience or Website Content, including any errors, inaccuracies or omissions in any information, material or data, (b) any harmful features arising from the Site, User Experience or Website Content, (c) the act or omission of any other party involved in making the Site, User Experience or the Website Content available to you, or (d) from any other cause relating to your access to, inability to access, or use of the Site, User Experience or the Website Content, whether or not the circumstances giving rise to such cause may have been within the control of Mycrobiomics or third parties.

  1. Restrictions on Your Use of Website Content. You may access and use Website Content solely for your information and internal or personal use, as intended through the functionality of the Site and User Experience and as permitted under this User Agreement.  Any modification of the Website Content, use of the Website Content on any website or networked computer environment, or use of the Website Content for any purpose other than personal or internal use, without the prior consent of Mycrobiomics or its licensors, as applicable, is a violation of the copyright, trademark and other proprietary rights in the Website Content and is expressly prohibited.  You may not make derivative works of the Website Content or distribute any Website Content to third parties.

  1. Website Content Disclaimer. Website Content is provided to you AS IS.  You understand that we do not guarantee the accuracy, safety, integrity or quality of Website Content and you hereby agree that you must evaluate and bear all risks associated with the use of any Website Content, including any reliance on the Website Content or the integrity and accuracy of such Website Content.  Nothing from the Site or User Experience should be deemed to constitute a recommendation to purchase, sell or hold, or otherwise to constitute advice regarding, any registered or unregistered security.

  1. Medical Disclaimer.  THE SITE AND USER EXPERIENCE MAY CONTAIN GENERAL INFORMATION RELATING TO VARIOUS MEDICAL CONDITIONS.  SUCH INFORMATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT PROVIDED BY A DOCTOR OR OTHER QUALIFIED HEALTHCARE PROFESSIONAL.  YOU SHOULD NOT DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL CARE BASED ON ANYTHING THAT APPEARS ON THIS SITE OR IN THE USER EXPERIENCE.  IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.  MYCROBIOMICS IS NOT ENGAGED IN RENDERING MEDICAL OR SIMILAR PROFESSIONAL SERVICES OR ADVICE AND INFORMATION ON THIS SITE OR IN THE USER EXPERIENCE SHOULD NOT BE USED   FOR DIAGNOSING A HEALTH PROBLEM OR DISEASE.  YOU SHOULD NOT CONSTRUE WEBSITE CONTENT AS ANY WARRANTY OR RECOMMENDATION OF TREATMENTS, PROVIDERS OR SERVICES.  

  1. Content You Provide.

  1. Description of Your Content. Certain features of the Site, including our User Experience, allow you to submit and share data and information (“Your Content”).  By submitting Your Content, you represent and warrant to us that you have all necessary rights to distribute Your Content to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of Your Content.  You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement) and sublicensable license to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit Your Content as we in our sole and absolute discretion deem appropriate for any and all purposes.  As one example, we may anonymize and aggregate Your Content with data and content provided by other users for our own and our partners’ research and business purposes.  You hereby waive all rights of attribution, integrity and any other rights known as moral rights, artist’s rights or droit moral (“Moral Rights”) in or to Your Content, to the extent legally permissible.  To the extent waiver is not permitted, you hereby consent to and ratify any action that may be taken by Mycrobiomics (and to confirm any consent or ratification upon Mycrobiomics’s request and without charge) with respect to any Moral Rights and agree not to assert any Moral Rights with respect to such action.  

  1. Health Information.  Please note that you provide health information to us voluntarily and at your own risk.  We will use reasonable administrative, physical and technical safeguards designed to secure all personal information you share with us, including health information.  Regardless of the precautions taken by us or by you, no data transmitted over the Internet or by any other public means can be guaranteed to be 100% secure.  We cannot ensure or warrant the security of any information you transmit to us and you provide all personal information to us at your own risk.  

 

  1. Derivative Works. You acknowledge and agree that we will own all right, title, and interest in and to any materials, content, or other works, including derivative works of Your Content, created by us or on our behalf and used in connection with the Site, User Experience or other services offered by our business.

  1. Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information provided by you to Mycrobiomics about the User Experience or otherwise (collectively, “Feedback”) are not confidential and you hereby grant to Mycrobiomics a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.
  1. Your Obligations. You agree to use the Site, User Experience and Website Content responsibly and as intended by the functionality of the Site and User Experience and in accordance with these Terms of Use.  
  1. You agree:

B.        You must not:

C.        You understand and acknowledge that:

  1. Mycrobiomics's Rights. 

A.        Mycrobiomics is providing the Site, User Experience and Website Content as a courtesy to you.  Accordingly, we may take actions that will affect your access to or use of the Site, User Experience and/or Website Content without any liability to you or others.  We may, in our sole discretion:  

  1. Mycrobiomics is providing the Site, User Experience and Website Content as a courtesy to you.  Accordingly, our obligations with respect to the Site, User Experience and Website Content are limited.  Specifically:
  1. Trademarks/Service Marks, Logos, Slogans and Taglines. All trademarks, service marks, logos, slogans and taglines displayed on or through the Site, User Experience and/or Website Content are the property of Mycrobiomics or its respective licensors and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Site, User Experience and/or Website Content without the express written permission of Mycrobiomics, or such third-party that may own the trademark, service mark, logo, slogan or tagline.  
  2. Links to Other Services. Our Site may contain links to other websites.  The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party.  We do not exercise control over third party websites.  These other websites may place their own cookies or other files on your computer, collect data or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them.  We encourage you to read the terms applicable to the use of the other websites you visit.  

  1. Disclaimer of Warranty.

  1. STATEMENTS MADE BY THE SERVICE HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION, AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. THE INFORMATION ON THE MYCROFRIENDS WEBSITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY WITH THE UNDERSTANDING THAT MYCROFRIENDS IS NOT ENGAGED IN PROVIDING MEDICAL ADVICE OR RECOMMENDATIONS.
  2. Access to the Site and User Experience is provided “AS IS” and “AS AVAILABLE” without any warranty of any kind, express or implied.  Mycrobiomics does not warrant the accuracy, completeness or timeliness of the Site, User Experience and/or Website Content and, to the fullest extent permissible pursuant to applicable law, Mycrobiomics disclaims all warranties of any kind, either express or implied, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement, with respect to any information obtained through the Site or User Experience.  Without limiting the foregoing, Mycrobiomics does not warrant that access to the Site or User Experience will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does Mycrobiomics make any representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the Site or User Experience or any of the information contained therein.  You expressly agree that your use of the Site and User Experience and your reliance upon any Website Content is at your sole risk.  You shall be solely and fully responsible for any damage to any computer system, any loss of data, or any improper use or improper disclosure of information caused by you.  Mycrobiomics cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet or for your misuse of any of the ideas or information accessed through the Site or User Experience.

  1. Limitation of Liability. In the event of any problem with the Site, User Experience and/or Website Content, you agree that your sole remedy is to cease using the Site, User Experience and Website Content.  Under no circumstances shall Mycrobiomics or any Mycrobiomics licensor, licensee, supplier or provider be liable in any way for your use of the Site, User Experience and/or Website Content including, but not limited to, any errors or omissions in any Website Content, any infringement by any Website Content of the intellectual property rights or other rights of third parties, or for any losses or damages of any kind arising directly or indirectly out of the use, inability to use, or the results of use of the Site or User Experience or the materials or information contained on the Site or in the User Experience.  Under no circumstances shall Mycrobiomics, its licensors, licensees, suppliers or providers be liable for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Site, User Experience and/or Website Content, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if we or they have been advised of the possibility of such damages.  You hereby release Mycrobiomics and hold Mycrobiomics and its licensors, licensees, suppliers and providers harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Site, User Experience and/or Website Content.  You waive the provisions of any state or local law limiting or prohibiting a general release.  

 

  1. Indemnification. Without limiting the generality or effect of other provisions of this User Agreement, as a condition of use, you agree to indemnify, hold harmless and defend Mycrobiomics and its parents, subsidiaries, affiliates, licensors, licensees, suppliers and providers and their officers, directors, affiliates, subcontractors, agents and employees, lenders, licensors and suppliers and their parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of the Site, User Experience and/or Website Content; (ii) your failure to comply with any applicable laws and regulations; and/or (iii) your breach of any obligations set forth in this User Agreement.  You shall not settle any such claim without the written consent of the applicable Indemnified Party.
  2. Modification of These Terms of Use. We reserve the right to change these Terms of Use and any terms, conditions and notices under which the Site and/or User Experience are offered.  We may terminate these Terms of Use at any time by suspending or terminating access to the Site and/or User Experience.  You can see when these Terms of Use were last revised by referring to the “Last Updated” legend above.  Your continued use of the Site, User Experience and/or Website Content after we have posted revised Terms of Use signifies your acceptance of such revised Terms of Use.  
  3. Miscellaneous. This User Agreement shall be governed by the laws of the State of New York, U.S.A without regard to its rules on conflicts or choice of law.  You will resolve any claim, cause of action or dispute (claim) you have with us arising out of or relating to this User Agreement exclusively in the state or federal courts located in New York, New York, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.  Any of the terms of this User Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this User Agreement or affecting the validity or enforceability of the User Agreement as a whole.  Failure to insist on performance of any of the terms of the User Agreement will not operate as a waiver of any subsequent default.  No waiver by Mycrobiomics of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.  You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This User Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. A printed version of this User Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this User Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This User Agreement constitutes the entire agreement between you and Mycrobiomics with respect to use of the Site, User Experience and/or Website Content and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Mycrobiomics with respect to the Site, User Experience and/or Website Content, and no other representations, statements or inducements, oral or written, shall bind either you or Mycrobiomics.  This User Agreement may only be amended or modified as set forth herein or in a writing signed by you and Mycrobiomics specifically referencing this User Agreement.
  4. Contact Information.

If you have questions or concerns with respect to Mycrobiomics or the Site, User Experience and/or Website Content, please contact us using one of the following option:  

By e-mail: info@mycrobiomics.com

By Mail: Mycrobiomics, Inc., c/o Mintz Levin, 666 Third Avenue, 25th Floor, New York NY 10017.

© COPYRIGHT 2017 Mycrobiomics, Inc., ALL RIGHTS RESERVED.