Health AI Developer Foundations Terms of Use 2024

Health AI Developer Foundations Terms of Use

Last modified: November 15, 2024 By using, reproducing, modifying, distributing, performing, or displaying any portion or element of the HAI-DEF Services (as defined below), or otherwise accepting these Health AI Developer Foundations Terms of Use (the "Agreement"), you agree to be bound by this Agreement.

Section 1: DEFINITIONS

1.1 Definitions

(a) "Clinical Use" means, any use in diagnosis or treatment of patients (including as part of a research study). (b) "Distribution " or "Distribute " means any transmission, publication, or other sharing of HAI-DEF or Model Derivatives to a third party, including by providing or making HAI-DEF or its functionality available as a hosted service via API, web access, or any other electronic or remote means ("**Hosted Service**"). (c) "Google" means Google LLC. (d) "Health AI Developer Foundations " or "HAI-DEF " means the set of machine learning language models, trained model weights, and parameters identified at [developers.google.com/health-ai-developer-foundations](https://developers.google.com/health-ai-developer-foundations), regardless of the source that you obtained it from. (e) "Health AI Developer Foundations Services " or "HAI-DEF Services" means collectively HAI-DEF or Model Derivatives, including as may be accessed or used via a Hosted Service. (f) "Health Regulatory Authority" means any regulatory authority that oversees health-related products and services, including any national, supra national, regional, state, or local regulatory authority, department, bureau, commission, council, or other authority that is responsible for granting Health Regulatory Authorizations allowing distribution of products, or overseeing the development, use, manufacture, transport, storage, or commercialization of products and services for the diagnosis, cure, prevention, treatment, and/or mitigation of disorders, diseases, or conditions in humans. (g) "Health Regulatory Authorization" means, with respect to any country or jurisdiction, all approvals, registrations, licenses, or authorizations from the relevant Regulatory Authority in a country or jurisdiction for conducting research, Clinical Use, marketing and/or commercializing of a product or service in such country or jurisdiction. (h) "Model Derivatives" means (i) all modifications to HAI-DEF, (ii) all works based on HAI-DEF, or (iii) any other machine learning model which is created by transfer of patterns of the weights, parameters, operations, or Output of HAI-DEF, to that model in order to cause that model to perform similarly to HAI-DEF, including distillation methods that use intermediate data representations or methods based on the generation of synthetic data Outputs by HAI-DEF for training that model. Outputs are not deemed Model Derivatives. (i) "Output" means the information content output of HAI-DEF or a Model Derivative that results from operating or otherwise using HAI-DEF or the Model Derivative, including via a Hosted Service.

1.2

In this Agreement, "including " means "including but not limited to".

Section 2: ELIGIBILITY AND USAGE

2.1 Eligibility

You represent and warrant that you have the legal capacity to enter into this Agreement (including being of sufficient age of consent). If you are accessing or using any of the HAI-DEF Services for or on behalf of a legal entity, (a) you are entering into this Agreement on behalf of yourself and that legal entity, (b) you represent and warrant that you have the authority to act on behalf of and bind that entity to this Agreement, and (c) references to "you " or "your" in the remainder of this Agreement refers to both you (as an individual) and that entity.

2.2 Use

You may use, reproduce, modify, Distribute, perform, or display any of the HAI-DEF Services only in accordance with the terms of this Agreement, and must not violate (or encourage or permit anyone else to violate) any term of this Agreement. HAI-DEF's recipe source code, model inference code, model training code, utility code, and other source code deliverables are licensed under Apache 2.0 available at <https://www.apache.org/licenses/LICENSE-2.0>.

Section 3: DISTRIBUTION AND RESTRICTIONS

3.1 Distribution and Redistribution

You may reproduce or Distribute copies of HAI-DEF or Model Derivatives if you meet all of the following conditions: 1. You must include the use restrictions in Section 3.2 as an enforceable provision in any agreement (e.g., license agreement, terms of use, etc.) governing the use and/or Distribution of HAI-DEF or Model Derivatives and you must notify subsequent users you Distribute to that HAI-DEF or Model Derivatives are subject to the use restrictions in Section 3.2. 2. You must provide all third party recipients of HAI-DEF or Model Derivatives a copy of this Agreement. 3. You must, when applicable, seek Health Regulatory Authorization from the relevant Health Regulatory Authority. 4. You must cause any modified files to carry prominent notices stating that you modified the files. 5. All Distributions (other than through a Hosted Service) must be accompanied by a "Notice " text file that contains the following notice: "**HAI-DEF is provided under and subject to the Health AI Developer Foundations Terms of Use found at https://developers.google.com/health-ai-developer-foundations/terms**". You may add your own intellectual property statement to your modifications and, except as set forth in this Section, may provide additional or different terms and conditions for use, reproduction, or Distribution of your modifications, or for any such Model Derivatives as a whole, provided your use, reproduction, modification, Distribution, performance, and display of HAI-DEF otherwise complies with the terms and conditions of this Agreement. Any additional or different terms and conditions you impose must not conflict with the terms of this Agreement.

3.2 Use Restrictions

You must not use any of the HAI-DEF Services: 1. for the restricted uses described in the Health AI Developer Foundations Prohibited Use Policy at <https://developers.google.com/health-ai-developer-foundations/prohibited-use-policy> ("Prohibited Use Policy"), which is hereby incorporated by reference into this Agreement; 2. for any use that could cause a Health Regulatory Authority to deem Google to be a "manufacturer" of a medical device; or 3. in violation of applicable laws and regulations. To the maximum extent permitted by law and without limiting any of Google's other rights, Google reserves the right to restrict (remotely or otherwise) usage of any of the HAI-DEF Services that Google reasonably believes are in violation of this Agreement.

3.3 Generated Output

Google will not claim ownership over any original Outputs you generate using HAI-DEF. You acknowledge that Google or HAI-DEF may generate the same or similar Outputs for others, including Google, and that Google reserves all of Google's rights in the Outputs it generates independently of you. You and your users are solely responsible for Outputs and their subsequent uses.

Section 4: ADDITIONAL PROVISIONS

4.1 Updates

Google may update HAI-DEF from time to time.

4.2 Trademarks

Nothing in this Agreement grants you any rights to use Google's trademarks, trade names, logos or to otherwise suggest endorsement or misrepresent the relationship between you and Google. Google reserves any rights not expressly granted herein.

4.3 DISCLAIMER OF WARRANTY

UNLESS REQUIRED BY APPLICABLE LAW, THE HAI-DEF SERVICES AND OUTPUTS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING, REPRODUCING, MODIFYING, PERFORMING, DISPLAYING, OR DISTRIBUTING ANY OF THE HAI-DEF SERVICES OR OUTPUTS AND ASSUME ANY AND ALL RISKS ASSOCIATED WITH YOUR USE OR DISTRIBUTION OF ANY OF THE HAI-DEF SERVICES OR OUTPUTS AND YOUR EXERCISE OF RIGHTS AND PERMISSIONS UNDER THIS AGREEMENT. YOU AGREE THAT GOOGLE WILL NOT BE DEEMED TO BE FURNISHING ANY MEDICAL ADVICE OR HEALTH CARE SERVICES BY VIRTUE OF PROVIDING THE HAI-DEF SERVICES.

4.4 LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW, WILL GOOGLE OR ITS AFFILIATES BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OF ANY KIND ARISING FROM THIS AGREEMENT OR RELATED TO ANY OF THE HAI-DEF SERVICES OR OUTPUTS EVEN IF GOOGLE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.5 Indemnification

Unless prohibited by applicable law, you will defend and indemnify Google, and its affiliates, directors, officers, employees, and contractors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegations or third-party legal proceeding (including regulatory proceedings) to the extent arising from: (a) your violation of any term of this Agreement; (b) damage or injury to any person or property as a result of your use of HAI-DEF (including your modification, Distribution, reproduction, performance, display, or adaptation of HAI-DEF); (c) your gross negligence or willful misconduct in connection with HAI-DEF; or (d) any claim that any modifications or combinations to HAI-DEF made by you, including Model Derivatives, infringe or violate a third party's intellectual property or other rights, including applicable privacy or data protection rights.

4.6 Term, Termination, and Survival

The term of this Agreement will commence upon your acceptance of this Agreement (including acceptance by your use, modification, or Distribution, reproduction, performance, or display of any portion or element of the HAI-DEF Services) and will continue in full force and effect until terminated in accordance with the terms of this Agreement. Google may terminate this Agreement if you are in breach of any term of this Agreement or if Google reasonably determines that a Health Regulatory Authority may deem that Google is, or is reasonably likely to be considered a "manufacturer" of a medical device in connection with your use of the HAI-DEF Services. Upon termination of this Agreement, you must delete and cease use and Distribution of all copies of HAI-DEF and Model Derivatives in your possession or control. Sections 1, 2.1, 3.3, and 4.2 to 4.7 will survive the termination of this Agreement.

4.7 General Legal Terms

This Agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. Google's delay or omission in exercising any right under this Agreement will not be treated as a waiver of that right. CALIFORNIA LAW WILL GOVERN ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE HAI-DEF SERVICES, REGARDLESS OF ANY CONFLICT OF LAWS RULES. THESE DISPUTES WILL BE RESOLVED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA, AND THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.