Please be advised that this agreement contains an arbitration provision in Section 9 below that affects your rights under this agreement. Except for certain types of disputes mentioned in that provision, you and CZIF (and its partners and affiliates, including without limitation CZI, LLC) agree that (1) disputes between us will be resolved by individual binding arbitration, and (2) you and CZIF (and its partners and affiliates, including without limitation CZI, LLC) waive any right to participate in a class-action lawsuit, class-wide arbitration, or any other representative action.
These Terms of Use (the “Terms”) are entered into between the Chan Zuckerberg Initiative Foundation, a 501(c)(3) nonprofit private foundation (“CZIF”, “we”, “us”, or “our”) and anyone who accesses and uses the website and its associated features (“User” or “you”) located at https://synergies.rareasone.org/ (the “Website”). The Website along with its features and related services shall be referred to as the “Services.”
The purpose of the Services is to provide a tool that will help patient-led organizations that are driving forward research in rare disease to identify areas of shared experience and interest, to connect and learn from one another’s experience, and to support long-term tracking of organizational and scientific progress. The Services are provided in close collaboration with the Chan Zuckerberg Initiative, LLC (“CZI LLC”) who is our technology partner, focusing on the infrastructure, security, and compliance of the Services.
Use of the Services are governed by the Terms and our Privacy Policy (the “Privacy Policy”), which identifies the personal information that we collect and how we use that information. If you do not agree to the Terms and our Privacy Policy, then do not access or otherwise use the Services.
By accessing and using the Services, you agree not to:
Our Services enable some Users to provide certain contact information and search for patient-led organizations that are driving forward research in rare disease so that you can learn from each other. In using the Services you agree to the following:
Subject to the Terms, we grant you a limited right to access the Services, and we reserve all of our intellectual property rights and other proprietary rights in the Services. Using the Services does not give you any right, title, or interest in our Services or the content or information made available through our Services that is not already yours. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Our logos and other trademarks, service marks, graphics, and logos used for our Services are trademarks or registered trademarks of ours or our licensors.
TO THE EXTENT ALLOWED UNDER LAW, WE (AND OUR SERVICE PROVIDERS AND LICENSORS) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT THE INFORMATION IS ACCURATE OR COMPLETE); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.
SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
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 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.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF WE AND OUR SERVICE PROVIDERS AND/OR LICENSORS HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
THE LAWS IN SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU. IF YOU ARE A RESIDENT OF A JURISDICTION THAT PERMITS THE EXCLUSION OF THESE WARRANTIES AND LIABILITIES, THEN THE LIMITATIONS IN THIS SECTION SPECIFICALLY DO APPLY TO YOU.
You shall indemnify, defend and hold CZIF and its affiliates (including CZI, LLC) 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 actual or alleged failure to comply with applicable law or these Terms; (2) your gross negligence, willful misconduct, or fraud; and/or (3) any misrepresentation you make regarding your use of the Services.
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.
We reserve the right to limit or terminate your access to the Services at any time, without notice, and for any reason including for breach of these Terms. If you believe your Services have been wrongfully terminated or restricted, contact us using the contact information provided in the “Contact us” section below.
The following shall survive termination:
THIS SECTION CONSTITUTES AN ARBITRATION AGREEMENT (“Arbitration Agreement“); IT REQUIRES YOU AND CZIF AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION THE CHAN ZUCKERBERG INITIATIVE, LLC (COLLECTIVELY, THE “CZ PARTIES“) TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION, SO PLEASE READ IT CAREFULLY.
(a) Applicability. You and the CZ Parties agree that all Disputes, including Enforceability Disputes, will be resolved exclusively in binding arbitration on an individual basis, except that you and the CZ Parties are not required to arbitrate IP Disputes. Notwithstanding the foregoing, either you or the CZ Parties may bring an individual action in small claims court.
(b) Waivers.
(c) Initiating a Dispute
(d) Arbitration Rules and Procedure.
(e) Confidentiality. All aspects of the arbitration, including without limitation the record of the proceeding, are confidential and will not be open to the public, except (a) to the extent both parties agree otherwise in writing, (b) as may be appropriate in any subsequent proceedings between the parties, or (c) as may otherwise be appropriate in response to a governmental agency or legal process, provided that the party upon whom such process is served shall give immediate notice of such process to the other party and afford the other party an appropriate opportunity to object to such process.
(f) Opt-Out. You may opt out of this Arbitration Agreement by notifying us by mail 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.
(g) 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.
(a) Governing Law, Jurisdiction, 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 judgment 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.
Subject to and without waiver of the arbitration provisions in Section 9, 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.
(b) Severability
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.
(c) Entire Agreement
These Terms (along with the Privacy Policy) constitute the entire agreement between you and us regarding the Services. If you wish to modify these Terms, any amendment must be provided to us in writing and signed by our authorized representative.
(d) Waiver
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.
(e) Assignment
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.
(f) Notice
You agree that 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 at the address provided in the “Contact us” section below.
(g) Change
We may modify or update these Terms from time to time, and you can see when the last update was by looking at the “Last Updated” date at the top of the Terms. If we make material changes we will provide notice through these Terms. Your continued use of the Services after we publish a notice about changes to these Terms means that you acknowledge and agree to the updated Terms.
If you have any questions, comments, or concerns with these Terms, you may contact us at privacy@chanzuckerberg.com.
Our address is:
Chan Zuckerberg Initiative Foundation
2682 Middlefield Road, Suite i
Redwood City, CA 94063
Attn: General Counsel
Email: courtesy copy: legalczi1@chanzuckerberg.com (email does not constitute notice)