Terms and Conditions

Welcome to The Microsetta Initiative (TMI), part of University of California San Diego (“UC San Diego”) and the Center for Microbiome Innovation (CMI). By using our website and/or using the services that are provided, you acknowledge that you have read, understood, and agree to be bound by our Terms and Conditions. 

Indemnification. Each party shall defend, indemnify and hold the other party, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including attorneys’ fees), and claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury (including death) or damages are caused by or result from the negligent or intentional acts or omissions of the indemnifying party, its officers, employees, or agents.

Patent Infringement Indemnification. The Individual shall indemnify, defend, and hold harmless UC San Diego, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that the Individual’s furnishing or supplying UC San Diego with parts, goods, components, programs, practices, or methods under this Agreement or UC San Diego’s use of such parts, materials, goods, components, programs, practices, or methods supplied by the Individual under this Agreement constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. UC San Diego retains the right to participate in the defense against any such suit or action.

Limitation of Liability. EXCEPT WITH REGARD TO ITS INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR COSTS, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT. UC SAN DIEGO DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL UC SAN DIEGO’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY THE INDIVIDUAL FOR THE SERVICES. UC SAN DIEGO DOES NOT GUARANTEE A SPECIFIC RESULT OR DELIVERABLE FOR PARTICIPATING IN THIS PROJECT.

If you have provided a sample or shared your personal information, in no event shall TMI, nor any of its researchers, directors, employees, and affiliates, be liable for any loss, injury, or damage arising out of the use or disclosure of any information obtained from analyzing your sample and/or analyzing your information, which is disclosed to you consistent with our Privacy Statement or results from any third-party add-ons to tools we provide. TMI, including its researchers, directors, employees, and affiliates shall not be liable for any indirect, consequential or special liability arising from such disclosure or use of your information.

All Monetary Contributions are Final and Non-refundable.

UC San Diego’s Ownership of Materials. UC San Diego’s will own the materials upon receipt of the materials from Individual, as well as the resulting data and reports.

Use of UC San Diego Name. California Education Code Section 92000 prohibits use of the University of California, San Diego’s name to suggest that UC San Diego endorses a product or service. The Individual will not use The University of California’s name, or any acronym thereof publicly, including UCSD or UC San Diego, without UC San Diego’s prior written approval.

Excusable Delay. In the event of a delay caused by inclement weather, fire, flood, strike or other labor dispute, acts of God, acts of Governmental officials or agencies, or any other cause beyond the control of UC San Diego, UC San Diego’s performance is excused hereunder for the periods of time attributable to such a delay, which may extend beyond the time lost due to one or more of the causes mentioned above. The Company’s duty to pay for past or continuing costs is not suspended hereunder.

Non-Interference. Notwithstanding any other provision contained herein, the use of UC San Diego facilities and/or UC San Diego personnel in support of this Agreement can only be authorized to the extent that it will not interfere with work related to the prime missions of UC San Diego and/or the Department (e.g., education and research). Accordingly, Individual’s exclusive remedy for failure by either UC San Diego or persons acting on its behalf to perform services or furnish information or data hereunder at any particular time or in any specific manner, is limited to reimbursement of any unexpended payments under this Agreement.

Non-Exclusive Nature of Services. The Services herein are being offered to Individual on a non-exclusive basis. Nothing herein shall be construed as granting Company any exclusive right(s) to the Service(s) referenced herein, and UC San Diego retains the right to offer and perform similar or identical Services for others.

Notice. Any notice or communication required by this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, or sent by overnight mail, or prepaid registered mail, email, or confirmed facsimile transmission, addressed to the other party at the address set forth on kit registration, or at such other address as such party hereto may hereafter specify in writing to the other party.

Status of Parties. This Agreement is not intended to create, nor shall it be construed to be, a joint venture, association, partnership, franchise, or other form of business relationship. Neither party shall have, nor hold itself out as having, any right, power or authority to assume, create, or incur any expenses, liability, or obligation on behalf of the other party, except as expressly provided herein.

Third-Party Beneficiary. There are no intended third-party beneficiaries to this Agreement. TMI Sites may contain links to websites or applications operated by third parties. Please know that we do not control any such third-party websites or applications or the third-party operator. TMI is not responsible for and does not endorse any third-party websites, applications, their availability, or content.

Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, such provision shall be treated as severable, leaving the remaining provisions unimpaired, provided that such does not materially prejudice either party in their respective rights and obligations contained in the valid terms, covenants, or conditions.

Non-Waiver. The failure of either party to require the performance of any of the terms of this Agreement or the waiver by either party of any default under this Agreement shall not prevent a subsequent enforcement of such term, nor be deemed a waiver of any subsequent breach.

Modification of Agreement. This Agreement shall be changed only by written agreement of the parties.

Applicable Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement.  Upon clicking “I Agree” this agreement shall be considered fully-executed by both parties. 

Arbitration. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and recognize their mutual interests, attempting to reach a just and equitable solution satisfactory to both parties. If they do not reach a solution within a period of sixty (60) days, then upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled in accordance with the provisions of the American Arbitration Association (“AAA”) and proceed under the provisions of Title 9 of the California Code of Civil Procedure Sections 1280 through and including 1294.2. The discovery provisions of the California Code of Civil Procedure Section 1283.05 shall be applicable to this Agreement. Each party shall bear its own costs.

Export Control. No ITAR or export controlled materials shall be delivered to UC San Diego pursuant to this agreement.

Termination. The provisions of this Agreement shall remain in full force and effect while you use TMI Sites and Services. Users may terminate their use by following the instructions for terminating user accounts in your account settings or by contacting us at microsetta@ucsd.edu.

We reserve the right and sole discretion to, and without notice or liability, deny access to and use of TMI Sites (including blocking specific IP addresses) to any user for any reason including but not limited to breach of any representation, Agreement in these Terms, or any applicable law or regulation.

We also reserve the right, if, in our sole discretion, we determine that your use of TMI Sites and Services is in breach of these Terms and Conditions or of any applicable law or regulation, to terminate your use of TMI Sites and Services or delete your account and any or all of your content, without warning or prior notice. In addition to terminating or suspending your account, TMI reserves the right to take appropriate legal action(s), including without limitation pursuing civil, criminal, and injunctive redress.

Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter herein and supersedes any prior agreements, oral and written, and all other communications between the parties with respect to such subject matter.

Contact us. To resolve any complaint or clarification regarding the use of TMI Sites and Services or receive information concerning that, please contact us at microsetta@ucsd.edu.

Last updated: September 28, 2022