Last Updated October 24, 2025

Welcome to Ellis. These Terms of Use ("Terms"), applies to your ("you", or "User") access to use Ellis, provided by Children's Health Council ("CHC", "we", or "our"), located at 650 Clark Way, Palo Alto, CA 94304. "Ellis" is an innovated chat bot powered by artificial intelligence ("Software") designed to support educators in their response to student needs related to learning and mental health by connecting them with evidence-based best practices and insights. ELLIS IS NOT A REPLACEMENT FOR PROFESSIONAL ADVICE, CLINICAL EXPERTISE, OR MENTAL HEALTH SERVICES.

By clicking "Accept" or by using Ellis, you agree:

• that Ellis is an informational tool, and does not replace professional advice or services;

• to use the information responsibly;

• to review source material provided;

• to consult qualified professionals as needed;

• to these Terms; and

• to the terms of CHC's Privacy Policy

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of Ellis thereafter. Your continued use of Ellis following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

1. License Grant

Subject to these Terms, CHC hereby grants User a non-exclusive, non-sublicensable, and non-transferable license to use Ellis for User's informational and educational purposes, in accordance with these Terms. User will not use Ellis for any other purpose. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material of Ellis, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your web browser for display enhancement purposes.

• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Use Ellis for emergencies or to make clinical diagnoses or treatment decisions. If you are in an emergency, call 911 or your local emergency number.

• Submit protected health information (PHI) or personally identifiable student education records

• Modify copies of any materials from this site.

• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of Ellis in breach of the Terms, your right to use Ellis will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to Ellis or any content created by Ellis is transferred to you, and all rights not expressly granted are reserved by CHC. Any use of Ellis not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

2. Use Restrictions

User shall not use Ellis for any purposes beyond the scope of the license granted in these Terms. Without limiting the foregoing and except as otherwise expressly set forth in these Terms, User shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Software, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; or (d) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

3. Reservation of Rights

CHC reserves all rights not expressly granted to User in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to Ellis or the Software.

4. User Responsibilities

User is responsible and liable for all uses of Ellis resulting from access provided by User, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.

5. Intellectual Property Ownership

(a) User acknowledges that, as between User and CHC, CHC owns all right, title, and interest, including all intellectual property rights, in and to the Software.

(b) User owns the User Data (as defined below). Notwithstanding anything to the contrary, CHC shall have the right collect and analyze User Data and other information relating to the provision, use and performance of various aspects of the Software (in whole or in part) and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and CHC will be free to (i) use such information and data to improve and enhance the Software (in whole or in part) and for other development, diagnostic and corrective purposes in connection with the Software (in whole or in part) and other CHC offerings, and (ii) disclose such data in aggregate or other de-identified form in connection with its business. "User Data" shall mean all data, information, or materials that the User provides to CHC via the Software, regardless of the source or type of data.

(c) If User or any of its employees or contractors submits, orally or in writing, suggestions or recommended changes to the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), CHC is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. User hereby assigns to CHC on User's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and CHC is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although CHC is not required to use any Feedback.

6. User Data

You acknowledge and agree that CHC may use User Data to improve, refine, and train its AI models, subject to the terms and conditions outlined in CHC's Privacy Policy. The collection, storage, use, and governance of User Data, including any data security and confidentiality measures, are detailed in the CHC Privacy Policy, which is incorporated herein by reference. By using Ellis, you agree to comply with the terms of the Privacy Policy and consent to the use of User Data as described therein.

7. Disclaimers

(a) Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND CHC HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CHC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CHC MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

(b) Information Accuracy

The information presented on or through Ellis is made available solely for general information purposes. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

(c) Third-Party Content

Ellis may contain or link to content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by CHC, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of CHC. WE ARE NOT RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY OF ANY MATERIALS PROVIDED BY ANY THIRD PARTIES.

(d) AI Disclaimer

Ellis utilizes AI technologies to assist in delivering insights, recommendations, or other outputs. While CHC makes reasonable efforts to ensure the accuracy and reliability of the AI-driven outputs, you acknowledge and agree that AI systems may make mistakes, generate inaccurate or incomplete information, or produce results that may appear inconsistent or unexpected. It is your sole responsibility to verify the accuracy, completeness, and applicability of any information or outputs provided by the AI. You further understand and agree that the AI-driven services are intended as a tool to assist in decision-making and are not a substitute for professional advice, judgment, or expertise in the medical fields. CHC DISCLAIMS ALL LIABILITY FOR DECISIONS OR ACTIONS TAKEN BASED ON AI-GENERATED OUTPUTS.

8. Limitations of Liability

IN NO EVENT WILL CHC BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CHC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CHC'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $500.

9. Termination

CHC may suspend or terminate your access to Ellis at any time, with or without cause or notice. Upon termination, your right to use Ellis ends immediately, and you must delete any materials from Ellis that you have downloaded or printed if we request it. This Section and any provision of these Terms which by their nature is intended to survive termination or expiration of these Terms shall so survive.

10. Miscellaneous

(a) Entire Agreement

These Terms, together with the Privacy Policy, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Notices

This Software is operated by Children's Health Council. All feedback, comments, requests for technical support, and other communications relating to the Software should be directed to ellis@chconline.org.

(c) Severability

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(d) Governing Law; Submission to Jurisdiction

These Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.