Website Terms and Conditions

These DeepChain Website Terms and Conditions (“User Terms”) apply to the access and the use of https://deepchain.bio (“Website”) and free services of DeepChain by users authorised by us (“you”, “your”, ”Customer”) accessible at http://DeepChain.bio. DeepChain is made available by InstaDeep Ltd (“InstaDeep”, “we”, “us”, “our”) to customers that signed up to these User Terms, and you must only access and use DeepChain if  you have been authorised to do so by us.

These User Terms will be applied fully and affect your use of this Website and any DeepChain free services you use. By using this Website, you agreed to accept all of these terms and conditions written. You must not use this Website or DeepChain if you disagree with any of these User Terms.

1. Introduction

1.1 These User Terms set out the rules governing:

• your use of DeepChain; and
• the transmission, storage and processing of any Customer Data by you through DeepChain, or otherwise in relation to your use of DeepChain.

1.2 Any capitalised terms used but not defined in these User Terms shall have the meaning given to them in the DeepChain Terms of Service.

2. Your compliance with laws:

2.1 You warrant that:

• You will comply with all applicable legal and regulatory requirements including but not limited to all applicable export control, trade, or Sanctions laws applicable to your use of DeepChain;
• You will not use any output or learnings from your use of DeepChain and/or any other services provided by us in any activity that would be considered restricted under applicable Sanctions and export regulations; 
• neither you, your company, authorised users nor any associated individuals or entities, or to your knowledge, any person on whose behalf or at whose direction You are acting in connection with these User Terms, is a Restricted Party; and
• You will obtain and maintain any licences, consents, permits, and regulatory approvals applicable to any data you input onto DeepChain and the Website and to your use of the DeepChain and any output thereof.

3. General usage rules

3.1. You may access and use DeepChain solely for the purpose of performing protein sequencing services for the Customer pursuant to the DeepChain Terms of Service.

3.2. Minors or people below 18 years old are not allowed to use DeepChain.

3.3. You shall comply with any instructions given to you by InstaDeep in relation to your access and use of DeepChain.

3.4. You must keep your log-in details (username and password) for access to DeepChain secure and confidential, and you must not permit any third party to access or use DeepChain using your log-in details.

3.5. You must not use DeepChain in any way that causes, or may cause, damage to InstaDeep or to DeepChain, or impairment of the availability or accessibility of DeepChain.

3.6. You shall not wilfully or negligently introduce or create onto DeepChain and/or InstaDeep’s systems any virus, worm, trojan horse, cancelbot or other destructive or contaminating program or code.

3.7. You shall not permit or encourage, directly or indirectly, any unauthorised access to, or use of, DeepChain and/or any other product or service of InstaDeep, and you shall notify InstaDeep and the Customer promptly of any such unauthorised access or use, including if you only suspect or anticipate unauthorised access or use.

3.8. You acknowledge that all information relating to DeepChain, including its functionality and the Customer Data hosted on or generated by DeepChain, constitutes InstaDeep’s and/or the Customer’s confidential information.

3.9. You must not use DeepChain:

• in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
• in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity; or
• in any other way which contravenes any of the terms and conditions of this User Terms.

3.10. You shall keep confidential and not disclose to any third party any confidential information (including all information relating to DeepChain) belonging to InstaDeep or the Customer.

3.11. You shall not engage in any abuse or fraudulent use of DeepChain. Abuse and fraudulent use shall include (without limitation):

• copying, duplicating, modifying, creating derivative works from or distributing all or any portion of DeepChain (including any software, information or data included on or forming part of DeepChain and / or any Customer Data) except to the extent expressly set out in these User Terms or as otherwise permitted under any applicable law which is incapable of exclusion by contractual agreement; or
• reverse compiling, disassembling, reverse engineering or otherwise reducing to human-perceivable form all or any part of DeepChain (including any software included on or forming part of DeepChain), except as may be permitted under any applicable law which is incapable of exclusion by contractual agreement; or
• accessing all or any part of DeepChain (including any data or software included on or forming part of DeepChain) in order to build a product or service which is capable of competing for business with DeepChain or any services provided or offered by InstaDeep, or for any other purpose not expressly permitted by these User Terms and the DeepChain Terms of Service; or
• obtaining, or assisting third parties in obtaining, unauthorised access to DeepChain (including any software, information or data included on or forming part of DeepChain and any Customer Data or materials derived therefrom, including the Customer Data) or any services provided or offered by InstaDeep; or
• gaining access to information which contains enquiry or transaction volumes relating to use of DeepChain; or
• using DeepChain or any of its components or any data contained or accessible within it to construct any kind of database; or
  conducting any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to DeepChain; or
• circumventing any access or use restrictions put into place to prevent certain uses of DeepChain or any of its components or any data contained or accessible within it; or
• disabling, impairing, or destroying DeepChain or any of its components; or
• knowingly disrupting, interfering with, or inhibiting any other user from using DeepChain or any of its components; or
• uploading or sharing any Customer Data that is unlawful, harmful, threatening, abusive, tortious, defamatory, libellous, vulgar, lewd, profane, hateful, invasive of another’s privacy, or that infringes the intellectual property rights of any third party; or
• impersonating any person or entity, or falsely stating or otherwise misrepresenting an affiliation with a person or entity; or
• providing any advice or opinion to any third party using DeepChain or any results obtained or resulting from its use; or
• assisting another to perform the acts prohibited in this clause; or
• attempting or assisting any third party to do or attempt to do any of the above activities set out in this clause.
• You must ensure that all Customer Data is accurate, complete, up-to-date and not misleading.

3.12. Customer Data must not be illegal or unlawful, must not infringe any person’s intellectual property or privacy rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.13. You are specifically restricted from using the DeepChain website in the following ways:

• publishing any Website material in any other media;
• selling, sublicensing and/or otherwise commercializing any Website material;
• publicly performing and/or showing any Website material;
• using this Website in any way that is or may be damaging to this Website;
• using this Website in any way that impacts user access to this Website;
• using this Website contrary to applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;
• engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website;
• using this Website to engage in any advertising or marketing.

3.14. Certain areas of this Website are restricted from being accessed by you and InstaDeep Ltd may further restrict access by you to any areas of this Website, at any time, in absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality as well.

4. Your Content

4.1. In these User Terms, “Your Content” shall mean any audio, video text, images or other material you choose to display on this Website. By displaying Your Content, you grant InstaDeep Ltd a non-exclusive, worldwide irrevocable, sub-licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.

4.2. Your Content must be your own and must not be invading any third-party’s rights. InstaDeep Ltd reserves the right to remove any of Your Content from this Website at any time without notice.

5. Privacy Policy

5.1. DeepChain.bio is owned by InstaDeep Ltd, a UK based Company, headquartered at 5 Merchant Square, London, W2 1AY, UK. InstaDeep Ltd is the responsible body and controller as defined by data protection laws. At http://DeepChain.bio, protecting the personal data you share with us is extremely important, this statement is to provide full transparency on how we use and manage the information collected at Privacy Policy.

6. Intellectual property rights

6.1. All rights, including all intellectual property rights, in and to DeepChain and the Documentation, the Customer Data and any materials or output from using DeepChain (“Materials”) are and shall remain the property of InstaDeep, its Customers and/or its licensors.

6.2. The rights granted to you to use DeepChain pursuant to these User Terms are licensed (not sold) to you, and you have no rights in or to DeepChain, the Documentation, the Customer Data or the Materials, other than the right to use them strictly in accordance with these User Terms.

6.3. Other than the content you own, under these User Terms, InstaDeep Ltd and/or its licensors own all the intellectual property rights and materials contained in this Website.

6.4. You are granted a limited license only for purposes of viewing the material contained on this Website.

7. Monitoring

We may actively monitor the Customer Data and your use of DeepChain for compliance with these User Terms.

8. Hyperlinks

8.1. You must not link to any material using or by means of DeepChain that would, if it were made available through DeepChain, breach the provisions of these User Terms.

8.2. Links to other sites and resources provided by third parties are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

9. Warranties and Liability

9.1. Nothing in this User Terms limits or excludes InstaDeep’s liability for death or personal injury resulting from InstaDeep’s negligence, fraud or fraudulent representation, or any other liability that cannot lawfully be limited or excluded.

9.2. The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

9.3. We make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

9.4. The DeepChain website includes information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The work, calculations, information or views expressed by other users on our site do not represent any representation view or value made by DeepChain™ and should not be relied upon as information that We represent, warrant or guarantee.

9.5. You hereby indemnify to the fullest extent InstaDeep Ltd from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of these User Terms.

9.6. Except as set out in Clause 9.1, InstaDeep shall not in any circumstances whatsoever be liable to you whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise, for any loss of revenue, profit, business opportunity or anticipated savings, for any loss or corruption of data or software, any loss or damage of goodwill or reputation, or for any indirect, special or consequential loss (even if you have been advised of the possibility of such loss), arising under, or in connection with these User Terms.

9.7. Without prejudice to Clauses 9.1 and 9.2, InstaDeep’s entire aggregate liability to you under these User Terms however arising shall be limited to one hundred pounds sterling (£100) for all incidents.

10. Termination

10.1. InstaDeep may terminate your access to DeepChain immediately without written notice to you for any reason whatsoever.

10.2. On termination for any reason:

• all rights granted to you under these User Terms shall immediately cease
• you must immediately cease all activities authorised by these User Terms;
• you must immediately and permanently delete or remove any copy of the Documentation and any Materials then in your possession, custody or control (other than any on DeepChain), and in the case of destruction, certify to InstaDeep and the Customer that you have done so.

11. Severability

If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

12. Updates to these User Terms

InstaDeep reserves the right to update these User Terms at any time. Any updates will be notified to you when you next log-in to use DeepChain. Your continued use of DeepChain (and the Documentation, if applicable) following such notification shall constitute your acceptance to the variation of these User Terms.

13. Miscellaneous

13.1. Force Majeure. InstaDeep shall not be in breach of these User Terms nor bear any responsibility or liability for any losses arising out of any delay or failure in the performance of its obligations under this User Terms, or for any unavailability of DeepChain, due to events beyond its reasonable control commonly referred to as events of force majeure.

13.2. Site Withdrawal. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons.

13.2. Where you have subscribed to a paid for service such as the DeepChain™ Pro, Enterprise or Elite packages, no discount shall be applicable unless we have suspended or withdrawn website access for a period of more than seventy-two (72) consecutive hours during a normal working week in England. In the unlikely event of a suspension or withdrawal that exceeds seventy-two (72) consecutive hours, We, in our sole discretion, shall determine whether a partial refund to the subscription is offered. No refund will apply where you have breached these User Terms.

13.3. Assignment. You may not transfer, assign, or sub-license your rights and obligations under these User Terms. InstaDeep can transfer, assign, or sub-license its rights and obligations under these User Terms to any third party for any reason without your further written agreement.

13.4. Severability. If any provision of these User Terms is invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.5. Third party rights. A person who is not a party to these User Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these User Terms, except that any holding company or subsidiary of InstaDeep shall be entitled to enforce any part of these User Terms as if it was itself a party.

13.6. Non-waiver. No delay or omission on the part of InstaDeep shall operate as a waiver of any right or remedy InstaDeep may be entitled to at law.

13.7. These Terms constitute the entire agreement between InstaDeep Ltd and you in relation to your use of this Website, and supersede all prior agreements and understandings.

13.8. These User Terms and their subject matter and formation shall be governed by, and construed in accordance with, English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with, these User Terms.

14. Definitions

14.1. “Restricted Party” means any individual or entity (“Person”) that is (i) listed on a Sanctions List; (ii) owned or controlled (as such terms, including any applicable ownership and control requirements, are defined and construed in the applicable Sanctions laws and regulations or in any official guidance in relation to such Sanctions laws and regulations)  by, a Person (or Persons) on a Sanctions List; or (iii) based, organised or resident in a Sanctioned Country;

14.2. “Sanctions” means economic or financial or trade sanctions or trade embargoes or other prohibitions against transaction activity (whether pursuant to country-specific sanctions or thematic sanctions or anti-terrorism laws or export control laws) which are imposed (by any laws, regulations or orders), administered or enforced from time to time by any Sanctions Authority;

14.3. “Sanctions Authority” means (i) the United Kingdom, (ii) the European Union, (iii) the United States, (iv) the United Nations Security Council, (v) any other jurisdiction applicable to the Customer or InstaDeep, or to the performance of this Agreement or any transaction under this Agreement, or (vii) the respective governmental institutions of any of the foregoing including His Majesty’s Treasury, the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of Commerce, the US Department of State, and the European Commission;

14.4. “Sanctioned Country” means any country or other territory which is subject to a comprehensive (i.e. country-wide or territory-wide) export, import, financial or investment embargo under any Sanctions, or which is subject to any Sanctions which prohibit access to platforms such as DeepChain. This includes, as of the date of signature of this Agreement, Crimea, Cuba, Donetsk, Iran, Luhansk, North Korea, Russia and Syria;14.5 “Sanctions List” means any of the lists of Persons, governments, organisations, vessels, or aircraft that are subject to Sanctions issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time;