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Terms of Use
Last Updated on Sunday, 3 August 2025
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 Victoria House, 37-63 Southampton Row, London, England, WC1B 4DR 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.
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.
3. Description of App: The online software applications provided by us (“App”) enables eligible participants to access and use our cloud-based software service for computational drug‑discovery workflows, including the selection, training, benchmarking and deployment of AI algorithms to optimise software outputs for you (“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.
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.
5. Prohibited Uses: In addition to the above, 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.
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.
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 programms, 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 7. 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.
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 (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
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, and (c) enforcing its rights under this Agreement. The licence granted is subject to DeepMirror anonymising and aggregating the Customer Data to ensure that neither you or 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.
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.
11. No Warranty: The App, Services and Documentation are provided "as is" without any warranties of any kind. In particular, we do not warrant that your use of the App or Services will be uninterrupted or error-free, that information obtained by you through the App or Services will meet your requirements. The Customer assumes sole responsibility for results obtained from the use of the App, Services and the Documentation by the Customer, and for conclusions drawn from such use. This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services, App and Documents. We disclaim all warranties, express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by law. You acknowledge that in entering into this Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
12. Limitation of Liability: You accept responsibility for the selection of the Services to achieve your intended results and acknowledge that the Services, App and Documents have not been developed or designed to meet or support any individual requirements you have. In no event shall we be liable for any loss of profits, loss or corruption of data or information, loss of use, pure economic loss, or for any indirect, incidental, special, or consequential losses or punitive damages, whether in an action in contract, tort (including but not limited to negligence), or otherwise, arising out of or in any way connected with your use of the App, Services or Documentation even if we have been advised of the possibility of such damages. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks. deepmirror’s total aggregate liability hereunder is limited to the total Fees you have paid us during twelve months immediately preceding the date on which the claim arose. Nothing in this agreement shall limit or exclude a party’s liability for any liability which cannot be excluded or limited by English law.
13. Indemnification: You agree to indemnify, defend, and hold harmless deepmirror, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the App or Services, your violation of this Agreement, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity.
14. Term and Termination: This Agreement shall, unless otherwise terminated, commence on the date we activate your subscription and shall continue for the agreed number of months (“Initial Subscription Term”) and, thereafter, this Agreement shall be automatically renewed for successive periods of the agreed number of months (each a “Renewal Period”), unless either party notifies the other party of termination, in writing, at least [10 days] before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
We may terminate this Agreement and your access to the App and Services immediately without further notice pursuant to clause 5, or immediately if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so or at any time, for any reason or no reason, with 60 days prior notice to you.
On termination for any reason: a) all rights granted to you under this Agreement shall cease; b) you must immediately cease all activities authorized by this Agreement; c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and d) any provision which either expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
On termination of this Agreement, we will destroy your Customer Data on request, save that we may keep copies of anonymized and aggregated Customer Data for the purposes set out in clause 9.
15. Notices: If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for the Services. Any notice given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter.
16. Changes to this Agreement: We reserve the right to modify this Agreement at any time in accordance with this provision. If we make changes to this Agreement, we will post the revised Agreement on our website and update the "Last Updated" date at the top of this Agreement. Additionally, we will notify you through the email address associated with your account. By continuing to use the App, Services and/or Documentation after the revised Agreement has become effective, you agree to be bound by the revised Agreement. If you do not agree to the revised Agreement, you must immediately stop using and accessing the App, Services and Documentation. This Agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
17. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. Customer and deepmirror both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.