Terms of Use

Last Updated: March 24, 2022

These Terms of Use (“Terms”) apply to the access and use of all content and information available on Genomatica’s websites (https://www.genomatica.com, https://vecora.com, https://www.brontidebg.com, and https://www.avelaup.com), including through mobile applications and other websites that Genomatica controls that include a direct link to these Terms of Use (individually, a “Site” and collectively, the “Sites”). The Sites are operated by Genomatica, Inc. (“Genomatica”, “we” or “us”). By accessing or using a Site, you agree, on behalf of yourself and the institution or company that you represent (collectively or individually, “You” or “Your”), to be legally bound by these Terms. As such, it is important to read these Terms carefully. If You do not agree with or do not agree to be bound to these Terms, immediately stop using the Sites and do not access them.

We reserve the right to revise these Terms or any portion of them at any time without notice by posting a new version on this page. You are bound by any such revisions and as such we recommend periodically visiting this page to review any updated Terms. As a condition of Your use of the Sites, You will not use the Sites for any purpose that is unlawful or prohibited by these Terms. You may not use the Sites in any manner that could damage, alter, disable, overburden, or impair the operation of the Sites, any Genomatica server, or any networks connected to any Genomatica server, or that could interfere with any other party’s use and enjoyment of the Sites. You may not attempt to gain unauthorized access to the Sites, other accounts, computer systems, or networks connected to any Genomatica server or to any of the Sites through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Sites. If You violate any of these Terms, Your permission to access and use the Sites, including any information, content or materials downloadable, printable or otherwise made available to You from the Sites automatically terminates, in addition to any other remedy at law or otherwise that Genomatica may have against You.

“Your Content” means any audio, video, text, images, or other material you choose to display on the Sites. With respect to Your Content, by displaying it, you grant Genomatica a non-exclusive, royalty-free, irrevocable and sublicensable license to use, reproduce, adapt, publish, translate, and distribute it in any and all media. Your Content must be Your own and must not be obscene, illegal, defamatory, threatening, invasive of privacy, infringing on any third party’s rights, or injurious in any other way to third parties. Genomatica reserves the right to remove any of Your Content from the Sites at any time, and for any reason, without notice.

Privacy Policy

Use of the Sites is subject to Genomatica’s, which is incorporated into these Terms by reference. Your use of the Sites constitutes Your confirmation that You have read and accepted this Privacy Policy. You expressly acknowledge and agree that Your collection, use and storage of any information available through use of the Sites is at Your sole risk and responsibility.

Copyright

As between You and Genomatica, all content contained on the Sites is copyright of Genomatica unless specifically identified otherwise. This includes all imagery, text and programmatic computer code. You may not copy the contents of the Sites other than for non-commercial individual reference with all copyright or other proprietary notices retained. Except as expressly provided above, You may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit any information, text, imagery or documents contained in the Sites or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents, without Genomatica’s express written consent.

Trademarks

Trademarks on the Sites are either registered trademarks or trademarks of Genomatica or its affiliates, or of third party owners, in the United States and/or other countries. The names of actual companies and products mentioned on the Sites and/or third party trademarks, trade names and logos contained on the Sites may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

Links To Other Web Sites

Links to third party web sites on the Sites are provided solely as a convenience to You. If You use these links, You will leave the applicable Site. By providing these links, we are not endorsing, adopting or agreeing with any of the content on the linked websites or the products or services of that third party, including but not limited to the third party’s privacy policies or practices. We do not review or control the content of third party sites and that content does not constitute part of the Sites. We expressly disclaim any responsibility for the content of any third party sites linked to the Sites or the products or services of that third party. We do not make any representations regarding the content or accuracy of content or materials on third party websites or third party products or services. We urge You to use discretion when You access any third party sites linked to the Sites, as any third party site is governed by its own terms and policies.

Terms and Conditions for Sale of Products

 Your purchase, acceptance, and/or payment of and for Genomatica’s products and services is subject to Genomatica’s Terms and Conditions of Sale, which can be obtained from your Genomatica sales representative or other primary Genomatica contact. Genomatica does not agree to and is not bound by any other terms or conditions, unless those terms and conditions have been expressly agreed to in writing by a duly authorized representative or officer of Genomatica.

Disclaimers

Although the materials, content and information on the Sites are provided in good faith and believed to be correct, Genomatica makes no representations or warranties as to the accuracy, reliability, completeness, or timeliness of the materials, information or content or about any results to be obtained from using the Sites. Although we make a good faith effort to update the materials, information and content periodically, we do not have any duty to do so, and we will not be responsible or liable for any failure to do so. Information is supplied on the condition that You will make Your own determination as to its suitability for Your purposes prior to use. Your access and use of the Sites and the materials, information and content contained on it is at Your own risk. We may make changes to the Sites at any time in our sole discretion. It is Your responsibility to monitor such changes.

Genomatica makes no claims that the materials, information and content on the Sites are appropriate or may be downloaded for use outside of the United States. If You access Sites from outside of the United States, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction. Genomatica reserves the right to limit provision of our products or services to any person, geographic region or jurisdiction and/or to limit the quantities or any products or services we provide. Any offer for any product or service made on the Sites is void where prohibited.

Although Genomatica employs practices to avoid such issues, we do not warrant that the Sites will operate free of errors, or that Site servers are free of computer viruses and other harmful materials. If Your use of any of the Sites results in the need for servicing or replacing equipment or data, Genomatica is not responsible for costs relating to such service or replacement.

The Sites, and all content, information and software on them, are provided on an ‘as is’ basis, without any express or implied representations or warranties of any kind. To the fullest extent permitted by law, Genomatica disclaims all express and implied warranties, including the warranty of merchantability, non-infringement of third parties’ rights, and fitness for a particular purpose. Nothing contained herein is to be construed as advice to You or a recommendation to use any product, process, equipment, or formulation in conflict with any patent, and Genomatica makes no representation or warranty, express or implied, that the use thereof will not infringe any patent. Genomatica makes no warranties about the accuracy, reliability, completeness, or timeliness of, nor does Genomatica make any commitment to update or correct, the content, materials, information, services, software, graphics, and links on the Sites.

In no event will Genomatica, its officers, directors, employees, affiliates, suppliers, content providers or any third parties mentioned on the Sites be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Sites, the software available on the Sites, the content, information or materials on the Sites, the results of use of or reliance on the Sites, any web sites linked to the Sites, or the materials, functionality or information contained at any or all such third party sites, or any claim attributable to errors, omissions or other inaccuracies at the Sites, whether based on warranty, contract, tort, or any other legal theory, and whether or not Genomatica is advised of the possibility of such damages.

Indemnity

You agree to indemnify to the fullest extent, defend and hold harmless Genomatica and its corporate affiliates, subsidiaries, officers, directors and employees from and against all liabilities, demands, causes of action, losses, expenses, damages, and costs, including reasonable attorney fees, resulting from any violation by You of these Terms or from Genomatica’s termination of Your access to or use of any of the Sites.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GENOMATICA NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES (COLLECTIVELY, “AFFILIATED PARTIES”) SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, AND LITIGATION), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES RESULTING FROM YOUR ACCESS OR USE OF THE SITES.

Miscellaneous

 If any provision or part of these Terms is found by any court of competent jurisdiction to be invalid or unenforceable under any applicable law, such invalidity or unenforceability will not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein. Genomatica shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. These Terms, including any legal notices and disclaimers on the Sites, constitute the entire agreement between Genomatica and You in relation to Your use of the Sites, and supersede all prior agreements and understandings with respect to the same. Headings are for convenience only and shall not be used in the interpretation of the Terms. These Terms, and any dispute arising out of them, will be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law provisions.