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Terms of Use

Last Updated: April 23, 2025.

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.


Introduction

These Terms of Use (the “Terms”) apply to everyone who accesses and uses the version of CELLxGENE located at cellxgene.cziscience.com (the “Site”; those individuals who access and use it, “you”).

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.

You agree that by accessing the Site, you are entering into a legally-binding contract with the Chan Zuckerberg Initiative Foundation, a 501(c)(3) nonprofit private foundation (“Provider,” “we,” “us”) and agree to be bound by these Terms as well as our Privacy Policy. If you don’t agree to these Terms, or to our Privacy Policy, don’t access the Site.

Please read our full Terms and Privacy Policy for complete details, but here is the key information you should know:

  • This is a free service we provide in order to advance biomedical research. The Site should not be relied upon to provide medical advice, diagnosis, or treatment.
  • 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.

  1. Data Submissions.

    If you would like to submit Data to the Site, please contact cellxgene@chanzuckerberg.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. You can find the data submission policy and documentation for contributing data here.

  2. Restrictions on 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. You further agree not to attempt to re-identify any individual from the datasets provided on the Site.

  3. 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.

  4. Our Rights in the Services.

    We reserve all rights, title, and interest in the Site. Subject to your compliance with these Terms, we grant you a limited right to access and use the Site. Using the Site does not give you any right, title, or interest in our Site, other than the right we explicitly grant you herein. The trademarks, service marks, graphics, and logos used for our Services, whether registered or unregistered, are owned by us or our licensors.

  5. Service Availability.

    We reserve the right to modify, update, pause, suspend, or discontinue the Site at any time. We strive to maintain continuous availability but make no guarantees regarding the availability of the Site.

  6. Feedback.

    We welcome feedback to improve the Site. By providing feedback, you assign to us all rights, title, and interest in the feedback, with no entitlement to compensation or rights to any resulting improvements. If such assignment is not permitted by law, you grant us a non-exclusive, irrevocable, transferable, sub-licensable, royalty-free, worldwide, perpetual license to use the feedback.

  7. Monitoring and Removal.

    We reserve the right to monitor and audit your use of the Site, including your submissions, to ensure compliance with these Terms. We may remove or restrict access to any of your submissions at our discretion if they violate these Terms or are otherwise objectionable.

  8. Third Party Materials

    We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party materials we make available to you via the Site, or for any other materials, products, or services of third parties. Third-party materials or services are provided solely as a convenience to you.

  9. Copyright Complaints and DMCA.

    We respect the intellectual property rights of others. We require that content posted by you does not violate the intellectual property rights of third parties. Please see our Digital Millennium Copyright Act (DMCA) Policy for more information. If you believe your intellectual property rights have been violated through the Services, information on how to contact us is available in our DMCA Policy.

  10. Disclaimer.

    THE SITE AND THE DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND WE, OUR PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE “PROTECTED PARTIES”) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PROTECTED PARTIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SITE; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SITE; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (E) THE DELETION OF, OR FAILURE TO STORE OR TRANSMIT, YOUR SUBMISSIONS, AND OTHER COMMUNICATIONS MAINTAINED BY THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE PROTECTED PARTIES OR THROUGH THE SITE WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

  11. Limitation of Liability.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 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 PROTECTED PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED USD $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  12. Indemnification.

    1. You shall indemnify, defend and hold the Protected Parties 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; (2) your data submissions; (3) your violation or breach of these Terms; (4) your violation of any rights of any third party; and/or (5) any misrepresentation you make regarding your permission to submit data to CELLxGENE for public use.
    2. Section 12.1 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.

  13. Arbitration Agreement and Class Action Waiver.

    1. Applicability.
      In the unlikely event we end up in a legal dispute, you and CZIF agree that all Disputes, including Enforceability Disputes, will be resolved exclusively in binding arbitration on an individual basis, except that you and CZIF are not required to arbitrate IP Disputes. Notwithstanding the foregoing, either you or CZIF may bring an individual action in small claims court.
      1. A “Dispute” means a dispute, claim or controversy arising out of or relating to the Site or these Terms; whether that dispute is (1) based on past, present or future events; or (2) in tort, contract, warranty, state, regulation, or other legal or equitable basis.
      2. An“Enforceability Dispute” means a Dispute relating to the interpretation, applicability, or enforceability of this Arbitration Agreement, including the formation of the contract, the arbitrability of any Dispute, and any claim that all or any part of this Arbitration Agreement is void or voidable.
      3. An “IP Dispute” means a Dispute relating to the ownership or enforcement of intellectual property rights.
    2. Waivers.
      1. Waiver of Jury Right. YOU AND CZIF ARE EXPRESSLY GIVING UP ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARBITRATION AGREEMENT. The arbitrator’s decision will be final and binding on both you and us, subject to review solely on the grounds set forth in the Federal Arbitration Act (“FAA”).
      2. Waiver of Class or Consolidated Actions.YOU AND CZIF AGREE THAT ALL DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS. The validity of this waiver – and whether an action may proceed as a class, collective, or representative action – must be decided by a court.
    3. Initiating a Dispute.
      To initiate a Dispute, a party must send to the other party written notice of that Dispute containing: (a) the name, address, and contact information of the party giving notice; (b) the facts giving rise to the Dispute; and (c) the relief requested. Notices sent to CZIF must be sent by mail to the address provided in Section 18 below.

      You and we agree that the parties shall (in good faith) meet and attempt to resolve the Dispute within 30 days. If the Dispute is not resolved during that 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 30 additional days. If you and we do not reach an agreement to resolve the dispute within that 60-day period, you or we may commence an arbitration proceeding or file a claim in small claims court.

    4. Arbitration Rules and Procedure.
      1. Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Judicial Arbitration & Mediation Services, Inc. (“JAMS”) will administer the arbitration before a single arbitrator, and the arbitration will be initiated and conducted according to the Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), to the extent they are not inconsistent with the terms of this Arbitration Agreement. The JAMS Rules and instructions about how to initiate an arbitration are available at https://www.jamsadr.com/rules-streamlined-arbitration (as of the date of this agreement) or 1-800-352-5267.
      2. Fees. Pursuant to the JAMS Consumer Arbitration Minimum Standards, CZIF will bear all costs of the arbitration (including any JAMS Case Management Fee and all professional fees for the arbitrator’s services), except for the filing fee if you are the party initiating the arbitration.
      3. Manner and Location of Arbitration. You may choose to have the arbitration conducted by telephone, in writing, online, or in person. If in person, you may choose to have the arbitration conducted (a) in San Mateo County, California, (b) if you are not domiciled in the United States, in your country of domicile, or (c) at another location that you and we agree upon.
    5. Opt out.
      You may opt out of this Arbitration Agreement by notifying us no later than 30 days after first becoming subject to it. Your notice must include your name, address, and a clear statement that you want to opt out of this Arbitration Agreement. Notices sent to CZIF must be sent by mail to the address provided in Section 18 of this Agreement.
    6. Severability.
      If any portion of this Arbitration Agreement is found to be unlawful, void or for any reason unenforceable, then that portion shall be severed and the remainder of this Arbitration Agreement shall be given full force and effect.

  14. General Terms.

    1. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Site, and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
    2. If any provision in these Terms is held invalid or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
    3. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
    4. You may not assign or transfer any rights or obligations under these Terms without our consent. However, you agree that we may assign these Terms in connection with a reorganization, or to a successor or assign that agrees to assume our obligations under these Terms (and Privacy Policy) without your consent.

  15. Governing Law.

    These Terms and any Dispute between you and CZIF will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) without regard to its choice of law or conflicts of law principles.

  16. Jurisdiction and Venue.

    Subject to and without waiver of the arbitration provisions in Section 13, you agree that any judicial proceedings (other than small claims actions) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the city and county of San Mateo, California, or federal court for the Northern District of California. For countries where this is not permissible, this won’t deprive you of any protection you have under the law of the country where you live, or access to the courts in that country.

  17. Update to Terms.

    We may modify these Terms from time to time in which case we will update the “Last Updated” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a notice on the Site. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a Dispute for which an arbitration has been initiated prior to the change in Terms.

  18. 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
    2682 Middlefield Road, Suite i
    Redwood City, CA 94063
    Attn: General Counsel
    Email: courtesy copy: legalczi1@chanzuckerberg.com (email does not constitute notice)