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Please read this Chai Discovery Community License Agreement (the “License”) carefully before using the Chai-1 Model software code and model weights (the “AI Model”) and any “Outputs” (as defined below) which is offered by Chai Discovery, Inc. (“Chai”) and made available at the following link https://github.com/chaidiscovery/chai-lab, as they may be updated and amended from time to time.

THIS LICENSE GRANTS RIGHTS ONLY TO USE THE ai MODEL, outputs, and any derivative works (AS DEFINED BELOW) SOLELY FOR NON-COMMERCIAL PURPOSES (AS DEFINED BELOW). YOU MAY NOT USE THE AI MODEL, OUTPUT, OR ANY DERIVATIVE WORKS UNDER THE TERMS OF THIS LICENSE FOR ANY COMMERCIAL PURPOSES OR AS PART OF A SERVICE OFFERING. PLEASE REVIEW SECTION “use restrictions and aup” below CAREFULLY BEFORE USING THE ai model or any output.

By downloading the AI Model, or otherwise using the AI Model or exercising any of the rights granted hereunder in any manner, You agree that You have read and agree to be bound by the terms of this License and that You will use the AI Model only for Non-Commercial Purposes (as defined below). If You are accessing the AI Model on behalf of an organization or entity, You represent and warrant that You are authorized to enter into this License on that organization’s or entity’s behalf and bind them to the terms of this License (in which case, the references to “You” and “Your” in this License, except for in this sentence, refer to that organization or entity) and that such entity is not a Commercial Entity (as defined below). No rights are granted under this License to a Commercial Entity. Use of the AI Model is expressly conditioned upon Your assent to all terms of this License.

1. Definitions.

In addition to other terms defined elsewhere in this License, the terms below have the following meanings.

  1. “Commercial Entity” means any entity engaged, in whole or in part, in any activity intended for or directed toward commercial advantage or monetary compensation, including but not limited to the development of any product or service intended to be sold or made available for a fee or other economic consideration. For the purpose of this License, references to a Commercial Entity expressly exclude any universities, non-profit organizations, non-profit research institutes, and non-profit educational and government bodies.

  2. “Contribution” means any work of authorship, including the original version of the AI Model and any modifications or additions to that AI Model or Derivative Works thereof, that is intentionally submitted to Chai for inclusion in the AI Model by the copyright owner or by an individual or legal entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Chai or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Chai for the purpose of discussing and improving the AI Model, but excluding Outputs and all communications that are conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."

  3. “Contributor” means Chai and any individual or legal entity on behalf of whom a Contribution has been received by Chai and subsequently incorporated within the AI Model.

  4. “Derivative Work” means any work, whether in Source or Object form, that is based on (or derived from) the AI Model and for which the revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the AI Model and Derivative Works thereof.

  5. “Non-Commercial Purposes” means uses not intended for or directed toward commercial advantage or monetary compensation, or the facilitation of development of any product or service to be sold or made available for a fee or other economic consideration. For the avoidance of doubt, the provision of Outputs or Output Derivatives as a service, or the provision of any other service that utilizes the AI Model, Derivative Works thereof, Outputs or Derivative Outputs (even if the service does not provide Outputs or Output Derivatives), is not a Non-Commercial Purpose, whether or not for a fee or other economic consideration.

  6. “Object” means any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

  7. “Output” means any output that is made available to You by the functionality of the AI Model, including but not limited to any protein sequence, structure prediction, functional annotation, molecule, descriptions of a molecule, structure predictions, confidence rankings, intermediate model states, model, model embeddings, sequence, text, and/or images.

  8. “Output Derivatives” means any enhancements, modifications and derivative works of Outputs (including, but not limited to, any derivative sequences, structures, or molecules).

  9. “Source” means the preferred form for making modifications, including but not limited to AI Model source code, documentation source, and configuration files.

  10. “You” or “Your” means the individual entering into this License or the organization or entity on whose behalf such individual is entering into this License.

2. Grant of License.

  1. Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a limited, non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, and distribute the AI Model and such Derivative Works in Source or Object form solely for Your Non-Commercial Purposes and subject to the restrictions set forth in Sections 3 (“Use Restrictions and AUP”) and 4 (“Sharing and Distribution”).

  2. Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a limited, non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable patent license to make, have made, use, import, and otherwise transfer the AI Model solely for Your Non-Commercial Purposes and subject to the restrictions set forth in Sections 3 (“Use Restrictions and AUP”) and 4 (“Sharing and Distribution”), where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by its Contribution(s) alone or by combination of its Contribution(s) with the AI Model to which such Contribution(s) was submitted.

    1. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the AI Model or a Contribution incorporated within the AI Model constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that AI Model shall terminate as of the date such litigation is filed and may be reinstituted only by a separate grant of a patent license in writing from the Contributor.

3. Use Restrictions and AUP.

  1. No Commercial Use. You may use the AI Model, Contributions, Derivative Works, Outputs and Output Derivatives only for Non-Commercial Purposes. Any commercial use of any of the foregoing, including but not limited to any use by, on behalf of or for any Commercial Entity or to facilitate the development of any product or service to be sold or made available for a fee or other economic consideration, is strictly prohibited under this License.

  2. Drug Discovery. You may not use the AI Model, Contributions, Derivative Works, Outputs and Output Derivatives in connection with drug development or discovery, including but not limited to: (i) the development (at any stage) or discovery of any drug, medication, therapeutic, or pharmaceutical of any kind; (ii) any molecular or biological target, hit or lead identification; (iii) drug candidate selection; or (iv) lead optimization.

  3. No Service Offerings. You may not use the AI Model or any Contributions, Derivative Works, Outputs or Output Derivatives in or in connection with the provision of any service offering to third parties (such as in connection with a hosted service offering that provides Outputs or Output Derivatives to third parties), regardless of whether or not such service requires monetary compensation or other consideration.

  4. Acceptable Use Policy. Your use of the AI Model, Derivative Works, Outputs and Output Derivatives is further subject to the Chai Discovery Acceptable Use Policy available at https://www.chaidiscovery.com/acceptable-use-policy and any additional use restrictions that may be communicated to You through the AI Model, as may be updated and amended from time to time (the “AUP”), the terms of which are incorporated herein by reference. In the event of any conflict between the terms of this License and the terms of the AUP, the terms that are more restrictive of Your use of the AI Model, Derivative Works, Outputs and Output Derivatives, as applicable, shall govern and control. For the purpose of clarity, the AUP includes, among other things, restrictions that the AI Model, Derivative Works, Outputs and Output Derivatives 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 trainable parameters; or (ii) technology for protein structure prediction or protein, drug, or enzyme design.

4. Sharing and Distribution.

Subject to Section “Use Restrictions and AUP”, You may reproduce and distribute copies of the AI Model or Derivative Works thereof, with or without modifications, and in Source or Object form solely for Your Non-Commercial Purposes, provided that You meet the following conditions:

  1. You must not distribute copies of the AI Model, Contributions, Derivative Works, Output, and Output Derivatives, or allow the use of any reproductions or copies thereof by, on behalf of or for, any Commercial Entity;

  2. You must restrict the usage of any copies of the AI Model, Contributions, Derivative Works, Output, and Output Derivatives to usage for Non-Commercial Purposes;

  3. You must give any other recipients of the AI Model, Contributions, Derivative Works, Output, and Output Derivatives a copy of this License;

  4. You must cause any modified files of the AI Model, Contributions, Derivative Works, Output, and Output Derivatives to carry prominent notices stating that You changed the files;

  5. You must retain, in the AI Model, Contributions, Derivative Works, Output, and Output Derivatives that You distribute, all copyright, patent, trademark, and attribution notices which are included in the version of the AI Model, Contributions, Derivative Works, Output, and Output Derivatives provided to You (collectively, “Attribution Notices”), excluding those portions of the Attribution Notices that do not pertain to any part of the Derivative Works or Output Derivatives that you distribute, You must include the pertinent portions of the Attribution Notices in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works or Output Derivatives; within the Source form or documentation, if provided along with the Derivative Works or Output Derivatives; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of such Attribution Notices are for informational purposes only and do not modify this License. You may add Your own attribution notices within Derivative Works or Output Derivatives that You distribute, alongside or as an addendum to the pertinent Attribution Notices, provided that such additional attribution notices cannot be construed as modifying this License.

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, or for Your Services, provided Your use, reproduction, and distribution of the AI Model, Derivative Works, and Your Services otherwise complies with the conditions stated in this License.

5. Submission of Contributions.

Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the AI Model by You to Chai shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Chai regarding such Contributions.

6. Trademarks.

This License does not grant permission to use the trade names, trademarks, service marks, or product names of Chai, except for reasonable and customary use in describing the origin of the AI Model and reproducing the content of the NOTICE file.

7. Term and Termination.

This License applies for so long as the rights licensed in Section 2 hereunder remain protected by copyright and/or patent law, as applicable. However, if You fail to comply with this License, then Your rights under this License terminate automatically.

  1. For the avoidance of doubt, this Section (“Term and Termination”) does not affect any right that Chai may have to seek remedies for Your violations of this License.

  2. For the avoidance of doubt, Chai may also offer the AI Model under separate terms or conditions or stop distributing the AI Model at any time; however, doing so will not terminate this License.

  3. This sentence of Section “Term and Termination” and Sections “Submission of Contributions,” “Trademarks,” “Disclaimer of Warranty,” Limitation of Liability,” and “General” survive termination of this License.

8. Disclaimer of Warranty.

CHAI PROVIDES THE AI MODEL AND ITS OUTPUTS (AND EACH CONTRIBUTOR PROVIDES ITS CONTRIBUTIONS) ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO 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, ALL OF WHICH ARE HEREBY DISCLAIMED. CHAI AND ITS CONTRIBUTORS MAKE NO WARRANTY (1) THAT THE AI MODEL, DERIVATIVE WORKS, OUTPUTS, AND/OR OUTPUT DERIVATIVES WILL 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 OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE AI MODEL, DERIVATIVE WORKS, OUTPUTS, AND/OR OUTPUT DERIVATIVES AND ASSUME ANY RISKS ASSOCIATED WITH YOUR EXERCISE OF PERMISSIONS UNDER THIS AGREEMENT.

9. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CHAI NOR ANY CONTRIBUTORS WILL BE LIABLE FOR ANY DIRECT, 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 the CONTRIBUTORS 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Chai, THE CONTRIBUTORS, AND YOU.

10. General.

  1. Entire Agreement. This License constitutes the entire agreement between You and Chai relating to the subject matter hereof and supersedes all proposals, understandings, or discussions, whether written or oral, relating to the subject matter of this License and all past dealing or industry custom. The failure of either party to enforce its rights under this License at any time for any period shall not be construed as a waiver of such rights. Chai may amend or modify this License from time to time and will use reasonable efforts to provide You with notice of any material changes that may negatively impact Your use of the AI Model via the github page for the AI Model at https://github.com/chaidiscovery/chai1, or through another means made available to You. No other changes, modifications or waivers to this License will be effective unless in writing and signed by both parties.

  2. Relationship of Parties. Nothing in this License 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 this License 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 this License..

  3. Export Control. You will comply fully with all applicable export laws and regulations of the United States (“Export Laws”) to ensure that neither the AI Model, Contributions, Derivative Works, Outputs, or Output Derivatives, 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.

  4. Assignment. This License and the rights and obligations herein may not be assigned or transferred, in whole or in part, by You without the prior written consent of Chai. Any assignment in violation of this provision is void. Chai may freely assign or transfer this License, in whole or in part. This License shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.

  5. Governing Law. This License shall be governed by and construed under the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the Uniform Computer Information Transactions Act. Any legal action or proceeding arising under this License will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.

  6. Severability. If any provision of this License is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this License otherwise remains in full force and effect and enforceable.

11. Additional License Rights.

If You are interested in using the AI Model or Outputs for purposes beyond the rights granted under this License (for example, if you would like to use the AI Model or Outputs for commercial purposes), you may contact Chai at [email protected]. Any such use in excess of the rights granted herein to You must be subject to a written agreement between Chai and You.