CellKb Terms of Service
Effective Date: 1 January 2024
Welcome to CellKb!
Please read these Terms of Service carefully before using the CellKb website and web application at https://www.cellkb.com/. By accessing, using or registering on this website, you acknowledge that you have read and agree to be bound by this Agreement. If you disagree with any part of the Agreement, you may not use or access the CellKb website and web application.
Agreement
This Agreement is made between Combinatics Corporation, a corporation organized and existing under the laws of Japan with its principal place of business in Chiba, Japan ("Licensor or Combinatics"), and an individual, a company, an academic organization, an individual on behalf of a company, academic organization or legal entity ("Licensee") accessing or using the CellKb website and web application, and governs the access and use of the CellKb website and web application. The Licensor reserves the right to right to change, add or remove any terms of this Agreement at the Licensor's discretion.
1. Definitions
In this Agreement, each of the below terms shall have the following meanings, unless the context otherwise requires:
  1. “CellKb web application” means a licensed web application hosted at https://www.cellkb.com owned and managed by the Licensor, which allows users to search manually curated and annotated cell type marker gene sets and associated data collected from the literature for multiple organisms.
  2. “Data” means the data within the “CellKb web application”, which includes experimentally derived cell type marker gene sets, including consensus signatures, scoring, and computed additional features, in addition to relevant gene identifiers, diseases, tissues, functional ontologies, and publications obtained from the literature and multiple public databases.
  3. “Downloadable Data” means the data which can be downloaded using the download buttons provided within the “CellKb web application”.
  4. “View-only Data” means all data, other than “Downloadable Data” that the Licensee may view in the browser but is not allowed to download.
  5. “Derived Data" means new data created by the Licensee by processing, analyzing, editing, integrating, etc., the “Downloadable Data” and data licensed from third parties. “Derived Data" shall be sufficiently different from the “Data” so that the “Data” cannot be reverse engineered or otherwise identified from analysis or further processing of such Derived Data.
  6. "Receiving Party" means the party (either "Licensor" or "Licensee") that receives Confidential Information from the other party with respect to the treatment of Confidential Information under Section 10 hereof.
  7. “Subscription Period” means the time period for which the Licensee is using the CellKb website and web application in any form, is registered for a free Trial to the "CellKb web application" or is licensed to use the “CellKb web application”.
  8. “Maximum number of Users” means the maximum number of persons belonging to Licensee’s company that may login to and use the “CellKb web application”.
2. Grant of License
  1. Licensor grants Licensee a non-exclusive, non-transferable license for the number of users specified by the License (“Maximum number of users”) to use the “CellKb web application" to exclusively within Licensee's company or institution for the Subscription period, subject to the terms of this Agreement.
  2. Licensee shall be granted a license to use the “CellKb web application” Free Trial on registering with a valid institutional email address, or upon payment of the license fee attached hereto into Licensor's bank account or through PayPal.
  3. Licensee represents a for-profit organization or non-profit academic institution and shall use the “CellKb web application” and the “Data” within it for internal purposes only.
  4. Licensee may not transfer the license to, or share the username and password of the “CellKb web application” with another individual, company, academic organization or entity.
  5. Licensee agrees that the “CellKb web application” and the “Data” within it will be kept confidential and will not be disclosed, sold, rented, traded, copied, distributed, transferred, disposed of or otherwise made available in its current or modified form to any other person, firm, customer, subsidiary or third party.
  6. Licensee shall not, directly or indirectly, and shall not permit any other person, firm, customer, subsidiary establishment or third party to access, modify, adapt or translate the “CellKb web application” and the “Data” within it or its documentation in any way to make it available for use by any other person, firm, customer or subsidiary establishment.
  7. Licensee shall not, directly or indirectly, and shall not permit any person, firm, customer, subsidiary establishment or third party to scrape the webpages of the “CellKb web application”, or otherwise attempt to discover the whole or part of the “Data”, object code, source code or algorithms from the “CellKb web application”.
  8. Licensee shall not knowingly or unknowingly attempt to gain unauthorized access, or introduce malicious content to the “CellKb web application” servers or database.
  9. Licensee will not directly or indirectly impair, contest, or dispute the ownership, validity, or enforceability of Licensor's intellectual property rights in the “CellKb web application” or the “Data” within it.
  10. Licensee will not remove, obscure, or alter any required notices or notifications regarding Licensor's intellectual property rights included as part of the “CellKb web application” and the “Data” within it. Licensee shall indicate the licensor and the source of the original publication of the data when using the “Data” provided in any form.
  11. Licensee shall not be involved, directly or indirectly, in the development or marketing of any product or system that competes commercially with the “CellKb web application” during the “Subscription Period”.
  12. Licensee shall not integrate or use the “Data” or “Derived Data” in any form into software or products that are distributed, licensed or shared with other individuals, companies, customers, partners, collaborators, subsidiary establishments or third parties.
3. Ownership
  1. Licensor prepares the “Data” by collecting, curating, and annotating it and provides it as part of the database in the “CellKb web application”. Licensee agrees that Licensor expends significant resources in collecting, assembling, and compiling the “Data” and developing the “CellKb web application” and that the “Data” and the “CellKb web application” are Licensor's valuable property.
  2. Licensor does not claim any ownership rights to the data as it exists in its original form in the publication. Apart from this, the name CellKb, search algorithms, data schemas, data formats, annotation and analysis methods, annotated data, and text, graphics, images, software, designs, and documentation are proprietary to Combinatics and are protected by worldwide copyright laws and treaties worldwide.
  3. Combinatics retains all proprietary rights, copyrights, and all other intellectual property rights in any version or format of the “CellKb web application” and the “Data” within it. The “Data“ is part of the CellKb database owned by Licensor.
  4. Licensor does not claim any ownership rights to the User Data, including gene lists, submitted by the Licensor when using the “CellKb web application”.
4. Method of Use of the "CellKb web application" and Payment Terms
  1. Licensor will grant Licensee the ID/password for the number of users in accordance with the License purchased or registered for (“Number of users”) to allow them to access the “CellKb web application” hosted at “https://www.cellkb.com”.
  2. Licensor is responsible for making the “CellKb web application” available to Licensee immediately upon deposit of the full license fee as indicated in the Exhibit to the bank account designated by Licensor or after payment has been received from PayPal.
5. Non-warranty of the “Data”
  1. Licensor warrants that the “Data” was obtained by lawful and proper means.
    1. Licensor warrants that the cell type signatures and annotations in the “Data” contain data and factual information extracted from publicly available raw tables published as online supplementary materials or raw data from public databases made available under the CC BY 4.0 license, which allows reuse and redistribution of data with proper attribution to the original source.
    2. Licensor warrants that all cell type signatures and annotations in the “Data” contain attribution to the original source publications, authors and journals.
    3. Licensor warrants that the “Data” only includes cell type signatures that are obtained from publicly available raw experimental data.
    4. Licensor warrants that the “Data” does not reuse figures, tables or any direct content published in articles that are copy-righted by the publishers. This license does not cover the original raw data and Licensor does not claim any ownership to it.
    5. Licensor warrants that Combinatics owns the license to the database containing the selected, integrated, curated, harmonized and optimized cell type signatures, their relationships and annotations that are generated from this raw data using methods, algorithms and database designs developed by Combinatics.
    6. Licensor warrants that Combinatics owns the license to all the methods, algorithms and the database designs created to collect, curate, harmonize, optimize and annotate the raw data.
    7. Licensor warrants that Combinatics owns the license to the type consensus signatures in the “Data” and the methods used to generate them.
  2. The Data is provided "AS IS" and “AS AVAILABLE” without warranty of any kind, expressed or implied, regarding the completeness, accuracy, authenticity, usefulness, timeliness, reliability, appropriateness or predictive power of the information contained, merchantability or fitness of use for a particular purpose and non-infringement of third party rights.
  3. To the best of the Licensor's knowledge and belief, the use of the “CellKb web application”, the “Data” within it and any other information provided to Licensee does not infringe on any third party copyright or any other intellectual property. If at any time, the Licensor becomes aware that the “Data” and/or any information provided or used here, potentially or actually, infringes on any third party rights, Licensor shall at their discretion and expense modify, replace or withdraw all or part of the information in the “Data” and its authorization to Licensee so as to comply with those rights.
6. Disclaimer of Warranty and Liability
  1. Licensor shall not be liable for any claims, losses, damages, or expenses relating to intellectual property rights regarding inventions, devices, creations, trade secrets, etc. arising out of or in connection with Licensor's use of the “CellKb web application” or the “Data” within it.
  2. Licensee shall immediately notify Licensor in writing of any dispute, claim or demand with any third party arising out of or in connection with the use of the “CellKb web application” or the “Data” within it, and shall resolve such dispute at its own responsibility and expense.
  3. Licensee shall indemnify Licensor for any damages, losses or expenses incurred by Licensor as a result of any dispute under the preceding paragraph.
  4. Licensor may add new features, enhance or modify existing features in the “CellKb web application” as necessary without Licensee's consent.
7. Use of the “Data”
  1. Licensor may download the “Downloadable Data” using download buttons provided within the “CellKb web application”. Licensor is not allowed to download the “View-only Data” on all other webpages which do not have a download button within the “CellKb web application”.
8. Handling of Derived Data
  1. Licensee shall have the right to reformat and/or reprocess the “Downloadable Data” using software or other technology, and the reprocessed “Downloadable Data” will be owned by the Licensee; provided that such reprocessed data shall be subject to the same restrictions regarding confidentiality, use, disclosure and transfer as the Data covered hereby. Interpretations prepared by Licensee using the “Data” or Derived Data shall be the sole property of Licensee and will not be subject to the restrictions provided above.
  2. With respect to Derived Data, only Licensee shall have any and all rights of use, unless otherwise agreed between the parties.
  3. Intellectual property rights in any inventions, devises, creations and trade secrets arising from Licensee's use of the Data provided shall belong to Licensee.
9. Obligation to Mitigate Damages
  1. Licensee shall immediately notify Licensor of any use of the “Data” that violates this Agreement, such as leakage, loss, provision to third parties.
  2. In the event of a leakage of the “Data” due to Licensee's willful misconduct or negligence, Licensee shall, at its own expense and responsibility, confirm whether or not there has been a leakage of the Data, and if a leakage of the “Data” has been confirmed, investigate the cause, consider measures to prevent recurrence, and report the details of such investigation to Licensor.
10. Treatment of Confidential Information
  1. During the term of this Agreement and for two (2) years after termination hereof, neither party (“Receiving Party”) shall disclose to any other person or entity any information disclosed by the other party that is marked “Confidential” (or a comparable notation) at the time of its disclosure.
  2. Notwithstanding the foregoing paragraph, the Receiving Party may disseminate, in whole or in part, the information mentioned above to a limited number of officers and employees of the Receiving Party or its sub-contractors or its distributors, on a need-to-know basis. The Receiving Party shall take all reasonable precautions to ensure that such officers, employees, sub-contractors and distributors shall comply with the obligations under this Article.
  3. The obligations under this Article shall not apply if such information is:
    1. Information which was in the possession of the Receiving Party prior to its disclosure;
    2. Information which is or becomes public knowledge without any fault of the Receiving Party;
    3. Information which becomes available to the Receiving Party from a third party without any obligation of secrecy; or
    4. Information disclosed to a third party with the prior written consent of the other party
  4. All payment transactions for the CellKb License are processed securely through PayPal on the CellKb website or via bank wire transfer. Combinatics does not access or store the Licensor credit card information on our webservers. Combinatics also does not automatically charge the Licensor credit card or PayPal account at any time without the express permission of the Licensor. To purchase a new License, or extend/upgrade the existing License, the Licensor will be redirected to the Paypal website to complete the payment.
11. Personal Information Protection Policy
  1. Licensee's personal information will only be used to provide this service and will not be shared with third parties.
  2. The “CellKb web application” will not keep a log of the Licensee's gene lists or retain any copies of it.
  3. Combinatics will neither view, use the gene list submitted during a search in the “CellKb web application”, nor will it share the gene list with any third party.
  4. Some licenses to the “CellKb web application” provide a history feature that allows Licensee to view previous search queries and results. If this feature is enabled, Licensee may disable it or delete previous history at any time.
  5. Cookies may be sent to Licensee's computer when using the “CellKb web application” in order for all features and services to function properly.
12. Term and Termination
  1. This Agreement shall come into effect immediately on access of or registeration to the CellKb web application.
  2. Unless terminated earlier by paragraphs (3) or (4) below, this Agreement shall continue in full force and effect for the License period or CellKb web application access.
  3. If either party fails to comply with, or breaches, any of the provisions contained herein and such non-compliance, or breach, is not cured within thirty (30) days after notice thereof, the other party may terminate this Agreement.
  4. In the event that Licensee or Licensor terminate the license, Licensee will not receive a refund of any portion of the license fee paid by Licensee for the “CellKb web application”. Licensor reserves the right to terminate the license if Licensee fails to follow any of the Terms of this agreement.
13. Effect of Termination or Expiration
  1. Upon termination of this Agreement, Licensee shall not use the “CellKb web application” for any reason whatsoever and shall promptly destroy or erase all data received in such manner as Licensor may otherwise direct.
  2. Licensor may require Licensee to provide written proof that all the Data has been destroyed or erased.
14. Force Majeure
During the term of this Agreement, neither Licensor nor Licensee shall be liable for any delay or failure to perform all or part of this Agreement due to acts of God, war, riot, civil commotion, natural disasters, pandemics, power outages, communication's equipment accidents, outages of external cloud service provision, emergency maintenance, or enactment, amendment or repeal of laws.
15. Governing Law
This Agreement shall be governed, in all respects including validity, construction and performance, by and under the laws of Japan.
16. Arbitration
All disputes, controversies or differences arising out of or in connection with this contract shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan.
17. Additional terms for the CellKb Free Trial
The CellKb Free Trial ("Trial") is subject to all the terms and conditions stated above. By using a license to "Trial", you confirm that you will use the Services and data of CellKb for purposes of research, education or evaluation only. Licensor reserves the right to terminate the "Trial" account in the event of excessive and/or inappropriate usage, creating multiple accounts to bypass usage limits, or usage other than academic/evaluation purposes. Data submitted to the CellKb web application during the "Trial" may be used to improve the service.
Contact
For any queries about these Terms of Service or Privacy Policy, please contact us at cellkb@combinatics.com.