CHAI Terms of Use

Terms of Use Agreement

PLEASE READ THESE TERMS CAREFULLY. By accessing or using any CHAI website (including CHAI.org and Registry.CHAI.org and their subdomains), registering an account, submitting content, or otherwise using any CHAI web-based application (collectively, the “Services”), you agree to be bound by these Terms. If you do not agree, you may not use the Services.

If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and references to “you” and “your” will include that organization.

CHAI may update these Terms at any time. If we make material changes, we will notify registered users by email and update the “Last Updated” date above. Changes are effective 30 days after posting for registered users and immediately for others. Continued use of the Services after changes are effective constitutes your acceptance.

1. Use of the Services

1.1 What the Services Provide

The Services provide access to CHAI's digital platforms and tools in support of CHAI's mission to advance responsible artificial intelligence in health. This includes, but is not limited to, tools for AI transparency, model documentation, registry submission, research dissemination, community engagement, and member collaboration. CHAI may introduce new features and services over time, all of which will be subject to these Terms unless otherwise specified.

1.2 License to Use

Except for User Content (defined in Section 4), CHAI and its licensors own all rights, title, and interest in the Services. Subject to these Terms, CHAI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or organizational purposes. This license does not include the right to scrape, reproduce, redistribute, or commercially exploit any part of the Services without our prior written consent.

1.3 Open Source Software and GitHub Resources

CHAI makes certain resources available through its public GitHub repository at github.com/coalition-for-health-ai. Use of those GitHub-hosted resources is voluntary and governed by the applicable open-source license terms found in that repository, not these Terms. To the extent any open-source components are incorporated into the Services themselves, those components are similarly governed by their respective licenses rather than the license granted in Section 1.2.

1.4 Updates and Changes

CHAI may update, modify, or discontinue any part of the Services at any time, with or without notice. We are not liable for any such changes. You may need to update software or accept new terms to continue using certain features.

2. Registration and Accounts

To access certain features, you may need to register for an account (“Account”). When registering, you agree to provide accurate, current, and complete information. You represent that you are not barred from using the Services under any applicable law.

You are responsible for all activity that occurs under your Account. You agree to:

• Keep your login credentials confidential and not share your Account with others.
• Notify CHAI immediately of any unauthorized use or security breach at admin@chai.org.
• Not create an Account using a false identity or if you have previously been banned from the Services.
• Maintain only one Account at a time.

CHAI reserves the right to remove or reclaim any usernames. You acknowledge that you have no ownership interest in your Account; all Account rights belong to CHAI.

3. Additional Terms and Policies

Certain Services or features may be subject to additional terms (“Supplemental Terms”), which will be presented to you when you access those features. If there is a conflict between these Terms and any Supplemental Terms, the Supplemental Terms will govern with respect to that specific feature or service.

4. User Content

4.1 Responsibility for Content

You are solely responsible for all content you submit, upload, or otherwise make available through the Services (“User Content”), including model cards and accompanying documentation. CHAI does not pre-screen User Content but reserves the right to review, remove, or refuse any content at its discretion, particularly content that violates these Terms or applicable law.

4.2 Ownership of User Content and CHAI Schema

You retain ownership of the original content you submit through the Services (“Your Content”), including the text, data, evaluations, and documentation you provide. By submitting User Content, you represent that you have all necessary rights to do so and to grant the license below.

CHAI owns all rights, title, and interest in the Applied Model Card schema, template structure, field definitions, and any other framework or format developed by CHAI for structuring model card submissions (the “CHAI Schema”). Your use of the CHAI Schema to submit content does not transfer any ownership of the CHAI Schema to you. The distinction is straightforward: CHAI owns the structure and format; you own the content you provide within it.

Except for Your Content, you have no ownership rights in any content, schema, design, or other material available through the Services.

4.3 License to User Content

By submitting User Content to the Services, you grant CHAI a worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to host, store, display, reproduce, distribute, modify, adapt, and use your User Content for the purpose of: (i) operating and improving the Services; (ii) promoting CHAI’s mission of responsible AI transparency in healthcare; and (iii) developing new features, research, and resources.

To the extent you include personal characteristics (such as your name or organizational affiliation) in your User Content, you grant CHAI the right to use such information in connection with your submitted content as described in our Privacy Policy.

4.3(a) Derived and Aggregated Works

CHAI may analyze, aggregate, and derive insights from User Content submitted across the Services — including across multiple model card submissions — to produce reports, benchmarks, trend analyses, research publications, and other derivative works (“Derived Works”). Derived Works created by CHAI are CHAI’s sole intellectual property, even where they are informed by or derived from User Content.

4.3(b) Public Registry Acknowledgment

4.4 Moral Rights

To the extent permitted by law, you waive any moral rights in your User Content and agree that CHAI and its licensees may use, modify, and exploit such content without separately attributing authorship.

4.5 Feedback

Any ideas, suggestions, or feedback you submit to CHAI (“Feedback”) may be used by CHAI without restriction, compensation, or obligation.

4.6 Prohibited Content and Conduct

You agree not to submit or engage in any activity through the Services that:

• Infringes any intellectual property, privacy, or other rights;
• Is unlawful, threatening, harassing, defamatory, or fraudulent;
• Constitutes unauthorized advertising or spam;
• Impersonates any person, organization, or CHAI representative;
• Discloses private third-party information without authorization.

5. Prohibited Activities

The Services and all content, data, and infrastructure within them are proprietary to CHAI except as expressly stated. In addition to the conduct restrictions in Section 4.6, you agree not to:

• (a)Use the Services for commercial purposes without CHAI’s express written permission;
• (b)Access or scrape any content from the Services using automated tools (bots, spiders, scrapers) or manual processes for any unauthorized purpose;
• (c)Circumvent technical measures designed to protect or limit access to the Services;
• (d)Take actions that impose an unreasonable load on CHAI’s infrastructure;
• (e)Deep-link, “frame,” or “mirror” any portion of the Services without prior written permission;
• (f)Attempt to reverse-engineer, decompile, or disassemble any software used in the Services;
• (g)Log in using an alias that masks your true identity or gain unauthorized access to any part of the Services; or
• (h)Violate any applicable law or regulation.

6. Privacy and Data

CHAI is committed to protecting your personal information. By using the Services, you acknowledge that CHAI’s collection, use, and disclosure of personal information is governed by our Privacy Policy, available at CHAI.org. Our Privacy Policy is incorporated into these Terms by reference.

7. Fees and Payment

CHAI does not currently charge fees for access to or use of the Services. If CHAI introduces fees for any features in the future, we will update these Terms accordingly and provide advance notice to registered users.

8. Disclaimer of Warranties

THE SERVICES, INCLUDING ALL CONTENT, DATA, MODEL CARDS, AND DOCUMENTATION AVAILABLE THROUGH THE SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. CHAI DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONTENT OR MODEL CARD SUBMITTED BY USERS OR PROVIDED THROUGH THE SERVICES. CHAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INCLUSION OF ANY CONTENT, MODEL CARD, OR TECHNOLOGY PRODUCT IN THE SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT BY CHAI.

9. Indemnification

You agree to defend, indemnify, and hold harmless CHAI and its affiliates, licensees, officers, directors, employees, and agents (“CHAI Indemnitees”) from and against any claims, losses, damages, liabilities, fines, and expenses (including reasonable attorneys’ fees) arising from:

• (a) your breach of these Terms;
• (b) your violation of any applicable law or third-party rights; or
• (c) your use of the Services.

10. Limitation of Liability

10.1 No Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CHAI INDEMNITEES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF CHAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Third-Party Conduct

CHAI INDEMNITEES ARE NOT LIABLE FOR ANY CONDUCT, CONTENT, OR ACTIONS OF THIRD PARTIES USING THE SERVICES, INCLUDING OTHER USERS.

10.3 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CHAI’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS WILL NOT EXCEED ONE HUNDRED US DOLLARS ($100) OR THE TOTAL AMOUNT YOU PAID CHAI (IF ANY) IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.

10.4 User Content

CHAI ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER CONTENT OR ACCOUNT SETTINGS.

10.5 Basis of the Bargain

The limitations of liability in this Section 10 are fundamental elements of the basis of the bargain between CHAI and you and will apply even if any limited remedy set forth in these Terms fails of its essential purpose.

10.6 Exclusions

Some jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above limitations may not apply, and you may have additional rights.

11. Links to Third-Party Sites

The Services may contain links to third-party websites, platforms, or services not operated by CHAI. These links are provided for your reference only. CHAI does not control, endorse, or take responsibility for the content, privacy practices, or availability of any third-party sites. You access third-party sites at your own risk.

12. Intellectual Property

The CHAI name, logo, and related trademarks, service marks, and trade dress are owned by CHAI and may not be used without written permission. All other trademarks or product names referenced in the Services belong to their respective owners. If you believe there has been an infringement of CHAI’s intellectual property, please notify us at admin@chai.org.

The look, feel, and design of the Services — including all page layouts, custom graphics, icons, and scripts — constitute CHAI’s trade dress and may not be copied, imitated, or used without CHAI’s prior written permission.

13. Termination

13.1 Termination

These Terms remain in effect until your Account is terminated. You may delete your Account at any time through your account settings. CHAI may terminate or suspend your Account:

• (a) if you breach these Terms;
• (b) if CHAI decides to discontinue any Services; or
• (c) for any reason or no reason, with or without notice.

CHAI is not liable for any termination or related deletion of your data.

13.2 Effect of Termination

Upon termination, your right to access and use the Services ends immediately. CHAI may delete your account data and User Content from its systems. Provisions of these Terms that by their nature should survive termination — including ownership, warranty disclaimers, indemnification, and limitation of liability — will survive.

14. Dispute Resolution

Please read this Section 14 carefully. It affects your legal rights, including your right to sue in court.

14.1 Applicability

Subject to the exceptions below, you and CHAI agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (a “Dispute”) will be resolved by binding arbitration, not in court. Exceptions: (a) either party may bring claims in small claims court if eligible; and (b) either party may seek equitable relief in court for infringement or misuse of intellectual property rights.

14.2 Informal Dispute Resolution

Before initiating arbitration, you and CHAI agree to first attempt to resolve any Dispute informally. The party initiating a Dispute must send written notice to the other party (for CHAI: admin@chai.org or CHAI Inc., PO Box 809, Sudbury, MA 01776). The parties will then meet and confer telephonically or via video within 45 days. Arbitration may not commence until this informal process is completed.

14.3 Waiver of Jury Trial

YOU AND CHAI WAIVE ALL RIGHTS TO A COURT PROCEEDING OR JURY TRIAL. ALL DISPUTES (EXCEPT AS NOTED ABOVE) WILL BE RESOLVED THROUGH BINDING ARBITRATION.

14.4 No Class Actions

YOU AND CHAI AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS. CLASS ACTIONS, COLLECTIVE ACTIONS, AND REPRESENTATIVE PROCEEDINGS ARE NOT PERMITTED. YOU WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.5 Rules and Forum

Arbitration will be administered by JAMS under its applicable rules. To initiate arbitration, the requesting party must send a written Request that includes contact information, a description of the Dispute, the relief sought, and certification of the informal process.

14.6 Arbitrator

If the parties cannot agree on an arbitrator within 35 days of the Request, JAMS will appoint one. The arbitration will take place in the county where you reside, or as otherwise agreed. All arbitration materials and proceedings are confidential.

14.7 Authority of Arbitrator

The arbitrator has exclusive authority to resolve all Disputes except: (a) disputes about the enforceability of the class action waiver in Section 14.4; (b) disputes about arbitration fees; (c) disputes about whether conditions precedent to arbitration have been satisfied; and (d) disputes about which version of the Arbitration Agreement applies. These excepted issues will be decided by a court of competent jurisdiction.

14.8 Attorneys’ Fees

Each party bears its own attorneys’ fees and costs, unless the arbitrator finds a claim or defense was frivolous or brought for improper purpose. The prevailing party in any court action to compel arbitration may recover reasonable fees and costs.

14.9 Batch Arbitration

If 100 or more substantially similar Requests are filed within a 30-day period by or with the assistance of the same law firm, JAMS will batch them in groups of 100 for consolidated administration. This provision does not authorize class or mass arbitration.

14.10 30-Day Right to Opt Out

You may opt out of this Arbitration Agreement by sending written notice within 30 days of first accepting these Terms to: admin@chai.org or CHAI Inc., PO Box 809, Sudbury, MA 01776. Your notice must include your name, address, and the email associated with your CHAI account.

14.11 Severability

If any part of this Arbitration Agreement is found invalid or unenforceable, that part will be severed and the rest will remain in effect, except that the class action waiver in Section 14.4 may not be severed.

14.12 Modifications

If CHAI materially changes this Arbitration Agreement, you may reject the change by notifying us in writing within 30 days. If you reject a change, the version of the Arbitration Agreement in effect when you first accepted these Terms will continue to govern.

15. General Provisions

15.1 Electronic Communications

By using the Services, you consent to receive electronic communications from CHAI. Electronic notices satisfy any legal requirement for written notice. This does not affect your statutory rights under the E-Sign Act (15 U.S.C. §7001 et seq.).

15.2 Release

To the fullest extent permitted by law, you release CHAI Indemnitees from all claims arising out of or related to your use of the Services. If you are a California resident, you waive California Civil Code Section 1542.

15.3 Assignment

You may not assign, transfer, or delegate these Terms or any rights hereunder without CHAI’s prior written consent. Any unauthorized assignment is void. CHAI may assign these Terms freely.

15.4 Force Majeure

CHAI is not liable for delays or failures to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government actions, natural disasters, or disruptions in telecommunications or infrastructure.

15.5 Contact Us

If you have questions, complaints, or claims about the Services, please contact us at admin@chai.org or write to us at: CHAI Inc., PO Box 809, Sudbury, MA 01776. We will do our best to address your concerns.

15.6 Exclusive Venue

These Terms are governed by the laws of the State of Delaware. All disputes will be litigated exclusively in the state or federal courts located in Delaware.

15.7 Governing Law

THESE TERMS AND ANY RELATED ACTION WILL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY.

15.8 Notice

You are responsible for maintaining a current, valid email address with CHAI. CHAI may provide notice to you at the email address on file. You may give notice to CHAI at admin@chai.org or CHAI Inc., PO Box 809, Sudbury, MA 01776.

15.9 Waiver

CHAI’s failure to enforce any provision of these Terms on one occasion is not a waiver of that provision or any other provision.

15.10 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to reflect the original intent of the parties as nearly as possible, and the remaining provisions will remain in full force and effect.

15.11 Export Control

You represent that you are not located in a U.S.-embargoed country and are not on any U.S. government prohibited party list.

15.12 International Users

The Services are controlled and operated from the United States. CHAI makes no representation that the Services are appropriate or available in all countries. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws.

15.13 California Residents

In accordance with California Civil Code §1789.3, California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs, at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

15.14 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Supplemental Terms, constitute the entire agreement between you and CHAI regarding the Services.