Last Updated: December 15, 2022.
ANY DISPUTE BETWEEN YOU AND US IS SUBJECT TO BINDING ARBITRATION, AS SET FORTH IN SECTION 6. PLEASE READ THE ARBITRATION PROVISION IN THIS AGREEMENT AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.
The purpose of the Site is to provide a version of the interactive data explorer called CELLxGENE that enables fast visualizations of curated single-cell transcriptomics datasets (those datasets, the “Data”). By leveraging modern web development techniques to enable those visualizations, we hope to enable biologists and computational researchers to explore that Data.
- This is a free service we provide in order to advance biomedical research.
- The data made available in the service is publicly available and is not personally identifiable.
- We use the privacy-friendly Plausible service to collect basic analytics about Site traffic (e.g. the number of visitors and page views) so we know how it’s being used. This helps us improve the service as well as understand how it’s used.
PLEASE READ THESE TERMS CAREFULLY AS USE OF THE SERVICE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS.
Use of the Services.You shall not otherwise access or use – or attempt to access or use – the Site to take any action that could harm us, the Site, or any third party, or use the Site in a manner that violates applicable law or violates the rights of others.
Site Limitations.We may restrict or terminate your access to the Site at any time, without notice, and for any reason including for breach of these Terms. The Data on the Site has been compiled from a variety of sources, and is subject to change without notice. CZIF does not investigate, monitor or check Data for accuracy, appropriateness, completeness, or other reliability. As such, you agree that CZIF shall not be responsible for any Data or failure to include any Data or updates thereto. Your use of the Data is at your own risk.
Disclaimer.THE SITE AND THE DATA ARE PROVIDED “AS IS” WITH ALL FAULTS, AND WE AND OUR SERVICE PROVIDERS HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND THE DATA. THIS DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CZIF AND AFFILIATES (INCLUDING WITHOUT LIMITATION CHAN ZUCKERBERG INITIATIVE, LLC; COLLECTIVELY, THE “PROTECTED PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL) IRRESPECTIVE OF WHETHER SUCH DAMAGES ARISE FROM CLAIMS BROUGHT IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY AT LAW OR IN EQUITY, AND EVEN IF ANY CZI LLC PROTECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CZI LLC PROTECTED PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED USD $100.
- You shall indemnify, defend and hold CZIF harmless from and against, and shall pay all damages, costs, fees and expenses (including reasonable attorneys’ fees and expenses) relating to, any third party (including government entity) claim, action, suit or other proceeding (a “Claim”) to the extent arising from: (1) your gross negligence, willful misconduct or fraud; and/or (2) any misrepresentation you make regarding your permission to submit data to CELLxGENE for public use.
- Section 5.1 indemnification is conditioned upon, CZIF giving you written notice of any such Claim, and giving you control of the defense and settlement of any such Claim, and cooperating with you in such defense. Notwithstanding anything to the contrary, (1) CZIF may participate in defense of such Claim with its own counsel at its own expense and (2) you may not settle any Claim without CZIF’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases CZIF of all liability, obligation, and fault.
Governing Law, Dispute Resolution and Mutual Agreement to Arbitrate.
Final and Binding Arbitration.We endeavor and trust that we will have a productive relationship but in the unlikely event we have a dispute that we can’t resolve between us, and it results in a legal dispute, BOTH YOU AND WE AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, WHICH WILL BE FINAL AND BINDING, AS SET FORTH BELOW.
Dispute Resolution.In the unlikely event we have a dispute arising out of or related to the use of the Site (“Dispute”) that we can’t resolve between us, you and we agree that we shall (in good faith) meet and attempt to resolve the Dispute within thirty (30) days. If the Dispute is not resolved during such time period, then you and a representative of CZIF shall (in good faith) meet and attempt to resolve the Dispute through non-binding mediation with a mutually agreed upon mediator within thirty (30) additional days.
Mutual Agreement to Arbitrate.If the Dispute is not resolved within such time period, the Dispute shall be resolved per the following arbitration terms. As the exclusive, final and binding means of initiating adversarial proceedings, you agree that it be resolved fully and finally by neutral and binding arbitration administered by JAMS in San Mateo County, California, in accordance with its Streamlined Arbitration Rules & Procedures, the Federal Arbitration Act, and the substantive laws of the State of California, exclusive of conflict or choice of law rules. In-person proceedings will take place in San Mateo County, California and your reasonable and documented travel expenses will be paid by CZIF. The arbitrator shall have the power to award any type of relief that would be available in a court of competent jurisdiction and will issue a written decision at the end of the arbitration, which will be final and binding. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction in San Mateo County, California.
Where inapplicable, Choice of Law and Venue.This Agreement and any Disputes will be governed, controlled, and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Notwithstanding the foregoing, to the extent such laws are inconsistent with the Federal Arbitration Act, the Federal Arbitration Act will govern. Any dispute that is not subject to arbitration (e.g., if arbitration is deemed unenforceable or inapplicable) shall be, and any judgement on any arbitration award may be, brought in the U.S. District Court for the Northern District of California or a state court located in San Mateo County, California.
- If any provision in these Terms is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be modified to a valid and enforceable provision that most accurately reflects the parties intentions.
- Any waiver or failure to enforce any of these Terms on one occasion will not be deemed a waiver of any other provision or of that provision on any other occasion.
How To Contact Us.Notice under these Terms must be in writing and deemed to have been given on the date delivered by a nationally recognized express mail service, such as Federal Express, or by certified and registered mail (signature for receipt required) to CZIF as follows:
Chan Zuckerberg Initiative Foundation
801 Jefferson Ave.
Redwood City, CA 94063
Attn: General Counsel
Email: courtesy copy: firstname.lastname@example.org (email does not constitute notice)
Data Submission.If you would like to submit Data to the Site, please contact email@example.com. Keep in mind that – if the Data you wish to submit is not already published in a public archive such as GEO, as an open link in a publication, or in a github repository – you will be required to grant CZIF permission to use, display and create derivative works (e.g. visualizations) of the Data for purposes of offering the Site, and must therefore have the authority to give that permission.