Using our services

1. Virtual Cell Challenge. Our Services are intended to support the Challenge. Participation in the Challenge is subject to the Virtual Cell Challenge Rules (“Rules”). These Terms form part of the overall contract governing your participation in the Challenge, together with the Rules and Arbitration Agreement.
2. If you represent an organization, these Terms bind your organization. If you are using the Services as an employee of an organization you work for: (i) you represent and warrant that you are authorized to agree to these Terms on your organization’s behalf and bind it to these Terms; and (ii) all references to “you” and “your” in these Terms also refer to your organization.
3. Registering for an account. We will ask you to provide certain information to register for an account on our Services if you choose to register for the Challenge. You must only provide accurate and complete information when interfacing with us and our Services. If any registration information you previously provided to us has changed, you must promptly update that information. You must not share your account or password with anyone, and you must protect the security of your account and password. You must let us know as soon as possible if you suspect that the security of your account has been compromised. You are responsible for any activity associated with your account. You may terminate these Terms by deleting your account, but you will no longer be eligible to participate in the Challenge if you delete your account.
4. Submitting an entry. You must use our Services to submit a leaderboard entry or final entry in the Challenge.
5. Participating in the leaderboard and similar Services. If you voluntarily choose to participate in any publicly accessible or participant-facing components of the Services, including any leaderboard, discussion forum or other interactive or community-based feature we make available in connection with the Challenge, you grant us a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, host, store, reproduce, modify, publish, display, perform and distribute any information, materials or content that you submit, post or otherwise make available through those features, for the purposes of operating and administering the Services and the Challenge. You acknowledge and agree that such content may be publicly visible. You represent and warrant that you have all necessary rights and permissions to grant us the rights you grant us herein, and agree that the rights you grant us in this provision shall survive any termination of these Terms.
6. Using our Content. Our Services may include text, graphics, data, instructions, articles, photos, images, illustrations and other users’ content (collectively, the “Content”). The Content is protected by copyright and other intellectual property laws, and forms part of our Services, even if you download it. Your use of our Content is subject to these Terms, including the rules and restrictions in the following section.

Rules and Restrictions

• Sell, rent, give away, or let anyone else use, your account;
• Use your account for any purpose other than participating in the Challenge;
• Create an account using a false identity or false information, or on behalf of someone other than yourself;
• Use our Services to violate, or in violation of: (i) any applicable law, regulation, or government order; (ii) any applicable contract, policy or rule that applies to you; (iii) any party’s intellectual property rights, privacy rights or other proprietary rights; or (iv) the Rules;
• Submit or post any harmful, harassing, threatening, abusive, defamatory, libelous, pornographic, obscene, hateful, offensive or objectionable material to our Services;
• Interfere with, tamper with, damage, disable, overburden, or conduct any attack on our Services or our servers or systems;
• Use our Services to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
• Use our Services to distribute any unsolicited advertising, promotional materials or other forms of solicitation;
• Probe, scan, or test the vulnerability of our Services or our servers or systems, or circumvent, breach or modify our security or authentication measures without proper authorization;
• Attempt to modify, reverse-engineer, decompile or disassemble our Services;
• Intercept, emulate, or redirect the communication protocols used in our Services;
• Remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of our Services;
• Use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, create derivative works based on, or otherwise exploit for any purpose any of our Services except as expressly permitted by these Terms;
• Use our Services to collect, process or store personal data about other people for commercial purposes, for purposes or in ways that would violate their privacy or human rights, or for any purpose other than to participate in the Challenge;
• Use any of our or our licensors’ trademarks, service marks or tradenames, or any variations or misspellings thereof, without our or their authorization;
• Attempt to do any of the above; or
• Encourage anyone else to do any of the above.

Our Rights

1. Validating entries. We may audit, test, evaluate or score any entry of yours to ensure that it complies with the Rules and these Terms. We may reject or disqualify any entry that we believe, in our sole discretion, violates the Rules, these Terms, or the spirit of the Challenge.
2. Suspending and terminating access. Without limiting any other rights we may have, we may monitor your use of our Services and suspend or terminate your access to our Services if we reasonably suspect that you have violated these Terms or the Rules. We may also terminate your access to our Services after the Challenge has concluded or been terminated. If we terminate your access to our Services for a violation of these Terms, we reserve the right to delete or disable your account, remove any entries you have submitted, and disqualify you or your team from the Challenge.
3. Changes to these Terms. We have the right to change these Terms at any time, as long as these changes are consistent with the Rules. We will provide you with notice of changes of these Terms by publishing the modified Terms on this website and, if the changes are material, emailing you using the email address associated with your account. If you continue to use our Services after we have published the modified Terms, you agree to the modified Terms as of their effective date, unless applicable laws require that we obtain your agreement in another manner.
4. Changes to our Services. We have the right to change our Services at any time, including to adapt to new technologies, reflect increases or decreases in the number of people who use our Services, prevent abuse or harm, and address legal, regulatory, or security issues.

DISCLAIMERS; LIMITATIONS OF LIABILITY; RELEASES; INDEMNIFICATION

1. Application to the fullest extent permitted by applicable law. Nothing in these Terms shall exclude or restrict any liability resulting from our gross negligence or willful misconduct, or any liability that cannot be excluded by law.
2. Disclaimers. Our services are provided “as is” and “as available.” To the maximum extent permitted by law, we expressly disclaim any and all warranties and conditions, express or implied, regarding our Services, including any implied warranties of merchantability, fitness for a particular purpose, or noninfringement. We do not warrant that our Services will meet your requirements or that the operation of our Services will be uninterrupted or error-free. Our Services may contain bugs, errors, problems or other limitations. To the maximum extent permitted by applicable law, we and our affiliated entities, and our and their respective directors, officers, professional advisors, suppliers, vendors and employees (the “Released Parties”) have no liability whatsoever for your use of our Services.
3. Releases. By using our Services, you release all Released Parties from any liability related to your use of our Services, and waive any and all causes of action, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with your use of our Services or our provision or inability to provide our Services, under any legal theory.
4. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY RELEASED PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR USE OF OUR SERVICES, EVEN IF A RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE JOINT, AGGREGATE LIABILITY OF THE RELEASED PARTIES ARISING OUT OF OR RELATING TO YOUR USE OF OUR SERVICES EXCEED USD $10.
5. Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the Released Parties from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of your breach of these Terms or your willful misconduct.

GENERAL TERMS AND CONDITIONS

1. Disputes. You agree to our Arbitration Agreement here, which is incorporated into and forms part of these Terms.
2. Governing law. These Terms are governed by the substantive laws of California, without reference to conflicts of law rules.
3. Privacy. Please read our Privacy Notice to understand what personal information we collect from you, how we use the information, and what choices you may have.
4. Force majeure. We may suspend or terminate our Services, or your access to our Services, if we determine that circumstances beyond our reasonable control make it impracticable to continue providing our Services to you, including acts of God, natural disasters, pandemics, war, terrorism, governmental actions, labor disputes, widespread Internet or infrastructure failures, or any other events or conditions beyond our reasonable control. In these cases, we will make reasonable efforts to notify affected participants. We shall not be liable to you or any third party for any modification, suspension, or termination of our Services or these rules as a result of any force majeure event.
5. No waivers. Our failure to enforce any term of these Terms will not constitute a waiver of that provision.
6. Severability. Any provision of these Terms deemed unenforceable will be enforced to the extent permissible, and the remainder of these Terms will remain in effect.
7. Transfers of these Terms. We may assign, transfer, or delegate any of our rights or obligations under these Terms to any third party, including any of our affiliates, successors, or assigns, at any time and without notice to you. You may not assign, transfer, or delegate your rights or obligations under these Terms without our prior written consent, and any attempted assignment or delegation without such consent shall be null and void.
8. Surviving Terms. Any provision of these Terms that by its nature or context is intended to survive termination or expiration of these Terms shall so survive. Termination of your account or your withdrawal from the Challenge does not affect any rights, obligations, or licenses that by their nature are intended to survive, including any rights we may have to seek remedies from you for violations of these Terms.
9. Reporting Content. If you believe that any Content is infringing, unlawful or otherwise objectionable, please contact us below. We have the right, but are not required, to investigate any such reports and to take any action we deem appropriate in our sole discretion, including removing or disabling access to the Content in question.
10. Contact us. You can contact us at help@virtualcellchallenge.org or by mail at Legal Department, 3181 Porter Dr, Palo Alto, CA 94304.