Terms of Use

This agreement contains an arbitration clause and class action waiver in Section 11 that affects your rights under this agreement. Except for certain types of disputes mentioned in Section 11, you and CZI agree that (1) disputes between us will be resolved by individual binding arbitration, and (2) you and CZI waive any right to participate in a class-action lawsuit, class-wide arbitration, or any other representative action.

1. Introduction

Welcome to our platform where biologists and machine learning researchers can more easily access curated, large AI models of biology and the datasets they were built on (the “Platform”). We aim to lower the barriers for biologists to use AI for specific biological tasks and allow ML/AI researchers to rapidly iterate and improve the quality, utility, and performance of models, which will in turn speed up the process of science. Your access and use of the Platform, the website (virtualcellmodels.cziscience.com), models, data, software, applications, features, tools, interfaces, documentation, and other content (together the “Services”), made available by the Chan Zuckerberg Initiative (“CZI,” “we,” “us,” or “our”) in connection with the Platform, is governed by these Terms of Use (“Terms”).

Please read these Terms carefully. By using or registering for the Services, you accept these Terms and agree to be legally bound by them. Additionally, you agree to comply with applicable laws and our Acceptable Use Policy, which is incorporated by reference into these Terms. If you do not agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a research organization then “you” includes you and that organization, and you represent and warrant that (a) you are an authorized representative of the organization with the authority to bind the organization to these Terms, and (b) you agree to these Terms on the organization’s behalf.

2. About the Platform

The Platform is designed to accelerate science by improving access to centralized AI resources for developing, fine-tuning, and using state-of-the-art cell biology models. In the initial version of the Platform, users can view content such as models and datasets, download datasets, model scripts, and tutorials, and run scripts and analyses in Google Colab.

Future versions of the Platform will introduce additional features and functionality to further support collaboration, research, and scientific discovery. To access some of these future features, you may be asked to agree to additional terms.

3. Account and Service Availability

Eligibility

In order to use the Services, you must be 18 years or older.

Accessing certain parts of the Service requires you to create an Account. In order to create an Account, you must be associated with a science research organization and provide an email address that you have with that research organization. You agree that all information you provide us is accurate, complete, and up to date.

By using the Services or creating an Account, you represent and warrant that you meet these requirements.

Account Security

You are solely responsible for maintaining the confidentiality and security of your Account and any associated password. Any activity on your Account is your responsibility, and we are not liable for any acts or omissions in connection with your Account.

If you suspect that your Account or password has been compromised, stolen, or misappropriated, notify us immediately at security@chanzuckerberg.com. You agree not to create a new Account if we have previously removed your Account or restricted your access to the Services, unless explicitly authorized by us.

Service Availability

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

Additional Agreements

You may be prompted to agree to additional policies or terms (as applicable) when accessing certain parts of the Services, such as a data processing agreement. Your ability to use or access such Services is subject to your agreement and compliance to those additional policies and terms.

4. Content and Intellectual Property

CZI’s Rights in the Services

We reserve all rights, title, and interest in the Services. Subject to your compliance with these Terms, we grant you a limited right to access and use the Services for scientific research purposes. Using the Services does not give you any right, title, or interest in our Services, 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.

Your Content and License to CZI

“User Content” refers to datasets, models, source code, text, files, images, videos, or other materials you upload, submit, publish, display, or otherwise make available on or through the Services.

You retain your ownership rights in User Content. However, you grant us a worldwide, non-exclusive, royalty-free, transferable, perpetual, and irrevocable license (with the right to sublicense) to use, modify, reproduce, publicly perform and display, distribute, host and process your User Content, in order to provide, operate, develop, and improve the Services or otherwise in support of our mission.

Public Availability

The Platform may provide features for you to upload User Content, such as models and datasets. As a general default and unless otherwise subject to any express terms, such User Content will be made publicly available once uploaded. Please review and confirm before you submit User Content for upload.

User Responsibilities

You are solely responsible for the User Content you provide through the Services. You represent and warrant that:

1. (a) you have all necessary rights, licenses, or permissions to provide your User Content,
2. (b) your User Content does not infringe any third-party rights,
3. (c) your User Content does not contain any personal data unless explicitly authorized by CZI, and
4. (d) your User Content complies with all applicable laws, these Terms, and our Acceptable Use Policy.

Monitoring and Removal

CZI reserves the right to monitor and audit your use of the Services including your User Content to ensure compliance with these Terms. We may remove or restrict access to any of your User Content at our discretion if it violates these Terms, our Acceptable Use Policy, or is otherwise objectionable.

Feedback

We welcome feedback to improve the Services. 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.

5. Restrictions on Use of the Services

You may not:

1. (a) reverse engineer or attempt to extract source code of the Services (except for those parts of the Services where CZI has made the source code publicly available);
2. (b) misuse proprietary content, including trademarks, copyrights, or any confidential information;
3. (c) compromise the security or integrity of the Services, including by introducing malware;
4. (d) upload illegal or infringing content; or
5. (e) access the Services in any way not authorized by these Terms or that violates any applicable law or our Acceptable Use Policy.

CZI has the right to suspend or terminate your use of our Services in the event you violate any of the above.

6. 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 Services, or for any other materials, products, or services of third parties. Third-party materials or services are provided solely as a convenience to you.

7. Privacy

Our Privacy Policy describes how we handle personal information. To learn more about our privacy practices, please see our Privacy Policy.

8. Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, CZI, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE “PROTECTED PARTIES”) 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:

1. (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES;
2. (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES;
3. (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR PARTICULAR SYSTEM OR DEVICE;
4. (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND
5. (E) THE DELETION OF, OR FAILURE TO STORE OR TRANSMIT, YOUR USER CONTENT, AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE PROTECTED PARTIES OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

THE PROTECTED PARTIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, YOU AGREE THAT IN NO EVENT WILL THE PROTECTED PARTIES BE LIABLE:

1. (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR
2. (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.

IN NO EVENT SHALL THE PROTECTED PARTIES’ LIABILITY (INCLUDING DIRECT DAMAGES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE LAWS IN SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

10. Indemnification

By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Protected Parties harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Protected Parties arising out of or in connection with:

1. (a) your violation or breach of these Terms, our Acceptable Use Policy, or any applicable law or regulation;
2. (b) your violation of any rights of any third party;
3. (c) your misuse of the Services;
4. (d) your User Content; or
5. (e) your negligence or willful misconduct.

If you are obligated to indemnify any Protected Parties hereunder, then you agree that CZI (or, at its discretion, the applicable Protected Parties) will have the right, in its sole discretion, to control any action or proceeding and to determine whether CZI wishes to settle, and if so, on what terms, and you agree to fully cooperate with CZI in the defense or settlement of such claims.

11. Arbitration Agreement and Class Action Waiver

11.1 Applicability

In the unlikely event we end up in a legal dispute, you and CZI agree that all Disputes, including Enforceability Disputes, will be resolved exclusively in binding arbitration on an individual basis, except that you and CZI are not required to arbitrate IP Disputes.

Notwithstanding the foregoing, either you or CZI may bring an individual action in small claims court.

1. (1) A “Dispute” means a dispute, claim or controversy arising out of or relating to the Services or these Terms; whether that dispute is:
1. (a) based on past, present, or future events; or
2. (b) in tort, contract, warranty, statute, regulation, or other legal or equitable basis.
2. (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. (3) An “IP Dispute” means a Dispute relating to the ownership or enforcement of intellectual property rights.

11.2 Waivers

1. (1) Waiver of Jury Right: YOU AND CZI 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. (2) Waiver of Class or Consolidated Actions: YOU AND CZI 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.

11.3 Initiating a Dispute

To initiate a Dispute, a party must send to the other party written notice of that Dispute containing:

1. (a) the name, address, and contact information of the party giving notice;
2. (b) the facts giving rise to the Dispute; and
3. (c) the relief requested.

Notices sent to CZI must be sent by mail to the address provided in Section 16 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 CZI 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.

11.4 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, CZI 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:

1. (a) by telephone,
2. (b) in writing,
3. (c) online, or
4. (d) in person.

If in person, you may choose to have the arbitration conducted:

1. (a) in San Mateo County, California,
2. (b) if you are not domiciled in the United States, in your country of domicile, or
3. (c) at another location that you and we agree upon.

11.5 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 CZI must be sent by mail to the address provided in Section 16 of this Agreement.

11.6 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.

12. General Terms

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersede all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any provision of these Terms is found unlawful or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by CZI but may not be assigned by you without the prior express written consent of CZI. 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. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

Governing Law

These Terms and any Dispute between you and CZI 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.

Jurisdiction and Venue

Subject to and without waiver of the arbitration provisions in Section 11, 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.

Assignment

You may not assign or transfer your rights or obligations under these Terms (or your participation in the Services) to anyone without our consent. However, you agree that CZI may assign these Terms in connection with a reorganization, or to a successor or assign or affiliate that agrees to assume our obligations under these Terms (and Privacy Policy) without your consent. There are no third-party beneficiaries to these Terms.

Export Control and Sanctions

You agree that you will not export, re-export, or transfer (in-country), directly or indirectly, the Services and/or other information or materials provided by CZI hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of transfer without first obtaining such license or approval.

In particular, but without limitation, the Services may not be exported, re-exported, or transferred (in-country):

1. (a) to a person located, organized, or resident in a country or territory that is the target of country or territory-wide sanctions (including, currently, Cuba, Iran, North Korea, Syria, and the Crimea and the so-called People’s Republic of Luhansk and the People’s Republic of Donetsk regions of Ukraine) (hereinafter “Sanctioned Country”), or
2. (b) to a person or entity listed on any U.S. Government list of prohibited or restricted parties, including but not limited to the U.S. Treasury Department’s list of Specially Designated Nationals, including a person or entity that is owned fifty percent or more in the aggregate, directly or indirectly, by one or more persons or entities listed on the SDN List, or otherwise subject, by designation or operation of law, to any sanctions administered or enforced by another applicable governmental authority or to any other U.S. governmental restrictive trade lists (i.e., the Commerce Department’s Denied Persons List, Unverified List, Entity List or Military End User List) (such persons and entities each being a “Prohibited Person”).

By using the Services, you represent and warrant that you will not contract with or otherwise engage in any dealings or transactions or be otherwise associated with any Prohibited Person or any person located in or originating from a Sanctioned Country in connection with this agreement unless authorized under applicable law. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export controls and sanctions laws and regulations.

Notices

You agree the only way to provide us legal notice is at the address provided in Section 16 below.

13. 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 Services. 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.

14. Termination of License and Your Account

If you breach any of the provisions of these Terms, all licenses granted by CZI will automatically terminate. CZI may also suspend, disable, or delete your Account and/or restrict your access to the Services, with or without notice and for any reason. If CZI deletes your Account due to a suspected breach, you may not re-register for the Services without our written consent.

In the event of Account deletion, CZI may, but is not obligated to, delete any of your User Content. CZI assumes no responsibility for any failure to delete or for any deletion of your User Content. Provisions of these Terms that naturally survive termination will remain in effect, and termination will not limit any other rights or remedies available to CZI under law or equity.

15. Complaints Regarding Content (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.

16. How To Contact Us

If you have any questions about these Terms, our Privacy Policy, or our Acceptable Use Policy, please contact platform-legal@chanzuckerberg.com.

You can also reach us by mail at:

Chan Zuckerberg Initiative 2682 Middlefield Road, Suite i
Redwood City, CA 94063
Attn: General Counsel