Chai Web Application Terms of Service

Last Updated: September 5, 2024

PPlease read these Chai Web Application Terms of Service (the “Terms”) and our Privacy Policy (https://chaidiscovery.com/privacy-policy) (“Privacy Policy”) carefully because they govern your use of the website located at https://chaidiscovery.com (the “Site”) and your interaction with and use of the Chai-1 Model (“AI Model”) and any corresponding Outputs (as defined below) accessible via the Site offered by Chai Discovery, Inc. (“Chai”). To make these Terms easier to read, the Site and our services are collectively called the “Services.”  By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

1.          Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

2.          Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

3.          Accounts.  You may use the Services only if you are capable of forming a binding contract with Chai, and not otherwise barred from using the Services under applicable law. For certain features of the Services you’ll need an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account. You (including your organization or legal entity, if applicable) may have only one account with the Services, and to the extent multiple accounts are found to be associated with you or your organization or legal entity, you acknowledge that Chai may suspend or terminate any or all of such accounts at its discretion.

4.          Access and Use of the Services.

(a)        Provision of Access. Subject to your compliance with these Terms, Chai hereby grants you a limited, non-exclusive, non-transferable right to access and use the Services during the Term, solely for your business purposes and subject to any volume limitations, including on the amount of Output you can generate, on the use of the Services as communicated to you by Chai. 

(b)       Output. The Services utilize the AI Model to generate materials provided to you by the Services (collectively, “Output”). Although the Services will endeavor to implement the specifications requested by you in the Output, given the experimental nature of generative artificial intelligence, such Output may not meet the requirements of your specifications or may otherwise be inaccurate or otherwise unsuitable for your specific use case. You should evaluate the accuracy, reliability, functionality, and appropriateness of any Output provided by the Services to you as appropriate for your use case, and you will remain solely responsible for and assume all risk in connection with your use of such Output. Subject to your compliance with the terms and conditions of these Terms, as between you and Chai, Chai retains ownership of all Outputs created by the Services. Chai hereby grants you a limited, non-exclusive, worldwide, non-transferable, freely sublicensable (through one or multiple tiers) license to use, reproduce, modify, adapt, create derivative works from, and distribute the Outputs and any materials created by you in which you utilize or incorporate the Output, in whole or in part (such materials, “Derived Materials”) for your business purposes, in each case subject to the restrictions listed in Section “Use Restrictions” below and the Chai Discovery Acceptable Use Policy (available at https://chaidiscovery.com/acceptable-use-policy) (“AUP”). You acknowledge and agree that the Output may not be unique, and the Services may generate the same or similar output for other users of the Services utilizing the generative artificial intelligence features.

(c)        General Use Restrictions. You will not use the Services for any purposes beyond the scope of the rights granted in these Terms. You will not (and will not attempt to) at any time, directly or indirectly, and will not permit any third party to: (i) modify or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) sell, resell, rent or lease the use of the Services to any other third party, or otherwise allow any third party to use the Services for any purpose other than for your benefit in accordance with these Terms; (iv) use the Services to store, transmit or post any infringing, libelous or otherwise unlawful or tortious material or any data (including, but not limited to, any of Your Materials (as defined below)) for which you do not have the necessary consents or rights to provide via the Services; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Chai for use expressly for such purposes; or (vii) create multiple accounts with the Services in order to circumvent any limitations imposed by the Services (such as the amount of Output you can generate).

(d)       Output Use Restrictions.  You further agree that you will not: (i) use, or permit others to use, the Services or any Output or Derived Materials in connection with any benchmarking or other comparison of the Services with any other services or technology, or (ii) upload, distribute, or otherwise provide any Output or Derived Materials to any other artificial intelligence or machine learning model, tool, neural network, or other technology for any purpose, including but not limited to training.

(e)        Acceptable Use Policy. Your use of the Services, Output, and Derived Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and adhere to the AUP, which is hereby incorporated by reference into these Terms. In the event of any conflict between these Terms and the AUP, the terms that are more restrictive of your use of the Outputs and Derived Materials, as applicable, shall govern and control. For the purpose of clarity, the AUP includes, among other things, restrictions that the Output and Derived Materials may not be used to train, optimize, improve or otherwise influence the functionality or performance of any: (i) neural network, tool, platform and/or artificial intelligence or machine learning models with more than 10,000 parameters; or (ii) tools or technology for protein structure prediction or protein, drug, or enzyme design.

(f)         Attribution Requirements. In any Derived Materials you must:

(i)         Identify that the Derived Material was created, in whole or in part, using content generated by the AI Model created by Chai Discovery, Inc.;

(ii)        Give conspicuous notice that such content is provided “AS IS” without warranty of any kind;

(iii)      Indicate if you created modifications to the Output as part of your Derived Materials, and describe such modifications; and

(iv)      Give conspicuous notice that the Output(s) within your Derived Materials are subject to the terms and conditions of the Chai Discovery Acceptable Use Policy, available online at https://chaidiscovery.com/acceptable-use-policy.  

(g)       Reservation of Rights. As between the parties, Chai is the sole owner of all rights, title and interest in and to the Services, including but not limited to the AI Model, the Outputs, and any interface, tools, methods, know-how, inventions, features, data models, and data architecture provided or otherwise developed by or on behalf of Chai, and any updates, new versions, enhancements, modifications, adaptations, or improvements to the Services (collectively, the “Services Technology”). Nothing in these Terms or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the Services Technology (or any intellectual property rights therein), other than the use rights as expressly set forth in these Terms. You further agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

5.          Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

6.          Your Materials.  As between you and Chai, you will own and retain all right, title and interest in and to all information, data, and other content, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you in connection with your use of the Services (“Your Materials”). You hereby grant Chai a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify and make derivative works of Your Materials in connection with the hosting, operation, improvement and provision of the Services (including any algorithms or machine learning models therein) or any other business purpose during the Term. You represent, warrant and covenant to Chai that you have obtained and will obtain all necessary consents with respect to any and all of Your Materials hosted, collected, stored or transmitted through the Services to the extent necessary (i) for you and Chai to comply with all applicable laws, rules and regulations; and (ii) for you to grant the licenses contemplated by this Section 8.

7.          Third Party Services. Certain features and functionalities within the Services may allow you to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services.  Chai does not provide any aspect of the Third-Party Services and is not responsible for any issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. You acknowledge sole responsibility for, and assume all risks arising from, your use of any third-party websites or resources.

8.          Term and Termination.

(a)        Term. The term of these Terms begins on the earlier of (i) the date you accept these Terms and (ii) the date you begin accessing and using the functionality of the Services, and continues unless terminated as set forth herein.

(b)       Termination for Breach. Without limiting any right or remedy available to either party, either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

(c)        Termination for Convenience. In addition to the rights set forth above, we may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at [email protected], provided that you acknowledge cancellation will not result in any refunds of Fees you have prepaid for your use of the Services.

(d)       Survival. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 5, 6, 8(d), and 9-13.

9.          Warranty Disclaimers. THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES OR ANY OUTPUTS WILL (1) MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR (2) REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES OR ANY OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE SERVICES AND  OUTPUTS AND ASSUME ANY RISKS ASSOCIATED THEREWITH.

10.       Indemnity. You will indemnify and hold Chai and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including but not limited to reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services or Output, (b) your Materials, (c) your Derived Materials, or (d) your violation of these Terms, the AUP, or applicable law.

11.       Limitation of Liability.

(a)        TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CHAI NOR ITS LICENSORS OR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR OUTPUT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHAI OR ITS LICENSORS OR SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b)       TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL CHAI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE RENDERING OF THE SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR ANY OUTPUTS EXCEED THE LESSER OF THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO CHAI FOR USE OF THE SERVICES OR ONE THOUSAND DOLLARS ($1,000).

(c)        THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHAI AND YOU.

12.       Governing Law and Forum Choice. These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction, and without regard to the Uniform Computer Information Transactions Act.  Any dispute which arises out of, relates to or concerns these Terms, other than a claim relating to ownership of a party’s intellectual property rights or infringement of such rights by the other party, will be resolved by arbitration administered by the American Arbitration Association under its commercial arbitration rules (except that discovery shall be permitted in accordance with the Federal Rules of Civil Procedure), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All arbitration hearings shall be conducted in San Francisco, California. Each party will bear its own costs, fees, and expenses associated with any arbitration, except that the parties agree to split equally the costs and expenses of the arbitrator or panel and the conduct of the arbitration itself.  Notwithstanding any provision to the contrary, you agree to bring any claim or dispute against Chai (including payment disputes) within one year after the occurrence of the event giving rise to such dispute.  YOU AND CHAI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate any third party claims with either party’s claims, and may not otherwise preside over any form of a representative or class proceeding.

13.       General Terms.

(a)        Entire Agreement. These Terms and the AUP constitute the entire and exclusive understanding and agreement between Chai and you regarding the subject matter hereof, and these Terms supersede and replace all prior oral or written understandings or agreements between Chai and you regarding such subject matter. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Chai’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Chai may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(b)       Notices. Any notices or other communications provided by Chai under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Unless otherwise mutually agreed between you and Chai, all notices and other communications provided by you must be sent by email to: [email protected]. A notice you send to Chai is deemed to be received when Chai receives it.

(c)        Waiver of Rights. Chai’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Chai. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

(d)       Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

(e)        Relationship of the Parties. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the parties.  Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.  Unless otherwise expressly provided, no provisions of these Terms are intended or will be construed to confer upon or give to any person or entity, other than the parties, any rights, remedies or other benefits under or by reason of these Terms.

(f)         Export Control. You will comply fully with all applicable export laws and regulations of the United States (“Export Laws”) to ensure that neither the Services, Output, nor any technical data related thereto is: (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation.

Contact Information. If you have any questions about these Terms or the Services, please contact Chai at [email protected].