Terms of Use

Last Updated on Monday, 25 September 2023

These App Terms of Use Agreement ("Agreement") are a legal agreement entered into between you (“Customer,” “your” or “you”) and DeepMirror Ltd (“DeepMirror,” “we,” “us,” or “our”), a company incorporated and registered in England with company number 12122771, with its principal place of business at 86-90 Paul Street, London, England, EC2A 4NE for use of the App, Services, and Documents described below.

For any questions or concerns about these Terms, please contact us at hello@deepmirror.ai.

1. Acceptance of Terms: By using the App and Services, you acknowledge that you have read, understood, and agreed to be bound by the terms of this Agreement. If you do not agree to these App Terms of Use, you may not access or use the App, Services or Documents.
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2. Privacy Policy: Please refer to our Privacy Policy (https://www.deepmirror.ai/privacy-policy) for information on how we collect, use, and disclose personal data from our users of the App, Services or Documents. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.
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3. Description of App: The online software applications provided by us (“App”) enable eligible participants to access and use our cloud-based software service for (“Service” or “Services”), together with any online documents provided as part of the Services (“Documents”). This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
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4. Access and Use of Service: In consideration of payment by you of the Fees (as defined below), we grant you a non-exclusive, non-transferable, revocable right to access and use the App, Services and Documentation during the Subscription Term (as defined below) solely for your internal business operations and in accordance with any subscription plans (e.g. number of authorized users, number of licences) communicated to you at the time you purchase access or unless otherwise agreed. You are not permitted to use the App or Services for offering third-party services or for any resale purposes.
   
   Without affecting your other obligations under this Agreement, you shall:
a) comply with all applicable laws and regulations (including technology or export control laws and regulations) with respect to your activities under this Agreement; b) ensure that your network and systems comply with the relevant specifications provided by us from time to time; c) supervise and control use of the Services, App and Documents and ensure they are used by your employees and representatives only in accordance with the terms of this Agreement.
   
   You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the App, Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
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5. Prohibited Uses: You expressly agree not to: a) attempt to copy, modify, duplicate, create derivative works from, download, display, transmit, or distribute all or any portion of the App, Services and/or Documents (as applicable) in any form or media or by any means; b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App or Services except as may be permitted by law which is incapable of exclusion by agreement; c) access all or any part of the App, Services or Documents to build a product or service which competes with the Services, App or the Documents; d) use the Services, App or Documents to provide services to third parties; e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Apps or Documents available to any third party except your employees; or f) use the App, Services or Documentation for any purposes that infringe our or a third party’s intellectual property rights, are illegal, harmful, or potentially dangerous, including but not limited to the development, manufacturing, or distribution of chemical or biological weapons, other weapons of mass destruction, or any other activity that poses a threat to human safety or security.
   
   Any such misuse will result in immediate termination of your access to the App and Services and may be subject to legal action.
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6. Payment Terms: If applicable, by choosing to access our Services on a paid basis, you agree to pay the fees as quoted to you when you purchase that access ("Fees"). Fees are due in advance, and your account will be billed automatically at the start of the billing period. All Fees are non-refundable, i.e. there are no refunds or credits for periods where you did not use an activated account, used it only partially, or deactivated the account or terminated this Agreement during an ongoing payment period. If, for any reason, we are unable to process your payment or your payment is late, we may without liability to you suspend or cancel your access to all or part of the Services. It is your responsibility to ensure that any payment information you provide to us remains current and valid.
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7. Confidentiality: Both parties agree to maintain confidentiality of any confidential information that is transferred between the Customer and DeepMirror in writing, orally or visually, including but not restricted to non-public information regarding each party’s business plans, drug discovery programs, and any non-public information regarding the App, including its features, functionality, and performance, the Services, or Documentation.
   
   Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information of the other party except to the minimum extent as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
   
   Each party may also disclose the other party’s confidential information to those of its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party's confidential information comply with this clause.
   
   No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
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8. Feedback: All feedback you provide to us, including but not limited to usability, bug reports, and test results relating to your use of the App, Services, and/or Documentation (collectively, "Feedback"), becomes the exclusive property of DeepMirror and may be used for any purpose, including for product development and marketing.
   
   For the avoidance of doubt, Feedback will never include Customer Data or other confidential information.
   
   We may refer to you as our customer in our marketing and publicity materials (including on our website), including in connection with Feedback, and use your name and logo for these purposes. Otherwise, we will not make any public use of your name or logo without your prior written consent (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court, or other authority of competent jurisdiction.
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9. Customer Data: “Customer Data” means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Services, App, or Documents, and any data generated by, or derived from your use of the Services, App, or Documents, whether hosted or stored within the Services, App, or Documents or elsewhere, and excludes personal data.
   
   Customer is responsible for its Customer Data, including its content, reliability, integrity, quality, and accuracy, and shall have sole responsibility for the legality of all such Customer Data.
   
   Customer hereby grants DeepMirror an irrevocable, perpetual, non-exclusive, fully paid-up, worldwide license to use, reproduce, and modify any Customer Data for the purposes of: a) Providing the Services, App, and Documents to Customer; b) Operating, developing, modifying, improving, and supporting the Services and the App; c) Enforcing its rights under this Agreement.
   
   The license granted is subject to DeepMirror anonymizing and aggregating the Customer Data to ensure that neither you nor your Customer Data is identifiable in any improvements to the App or Services or is otherwise made accessible by DeepMirror to any other third party.
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10. Intellectual Property Rights: Except for the license granted herein, you retain all rights in and to the Customer Data. Any intellectual property, excluding improvements of the Service, that is developed from Customer Data by or on behalf of you remains your property.
    
    You acknowledge that all intellectual property rights in the Services, App, and Documents anywhere in the world belong to us or our licensors, that rights in the Services, Software, and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, App, or the Documents other than the right to use them in accordance with the terms of this Agreement.
    
    You acknowledge that you have no right to have access to any App in source code form.