Deep Origin awarded $31.7M ARPA-H contract to replace animal testing with in-silico models. Learn more

Terms of Service

1. Overview

Deep Origin Inc ("Deep Origin," the "Company", "we," "us," or "our") requires users to read and agree to these Terms. Your use of Deep Origin's products, software, services, websites, and mobile applications—whether creating an account or not—is subject to this legal agreement, supplemental agreements, and the Privacy Policy at https://deeporigin.com/privacy.

The Terms include the Terms of Service, Privacy Policy, and Additional Terms, forming a binding agreement. "THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY."

If Additional Terms contradict the Terms of Service, Additional Terms take precedence for that specific Service.

2. Acceptance of Terms

Users must agree to the Terms to use Services and may accept by: (a) clicking to accept, or (b) using the Services. Users acknowledge being at least 18 years old.

Users cannot use Services if they: (a) are under 18 or lack capacity to form contracts; (b) are barred by U.S. or local law; (c) work for competitors; (d) have been banned; or (e) had their Account closed.

By using Services, users represent they've read and understood the Privacy Policy and agree to information use per that policy.

3. Changes to Terms

Deep Origin may change the Terms, with updates posted at https://deeporigin.com/terms showing revision dates. Changes are effective upon posting, and continued use indicates acceptance. Terms remain effective until Account deactivation or Service discontinuation.

4. Registration for Services; Payment

Account Registration

Users must provide true, accurate, current, and complete information, keeping it up-to-date. Users may not register for others, impersonate anyone, use another's email, or create multiple personal accounts.

Users accept responsibility for password confidentiality, Account access control, and all Account activities. Accounts cannot be sold, transferred, or assigned.

Data and Consent

By registering, users consent to Deep Origin obtaining and exchanging information, including system usage data. Deep Origin may use Account information to: (a) improve experience; (b) provide customized recommendations; (c) serve targeted offers; (d) run statistical analysis; (e) aggregate anonymized data; (f) provide technical support; (g) understand system use; and (h) perform maintenance.

Deep Origin may verify identity information "to help the government verify your identity, fight identity theft, and combat the funding of terrorism and other money laundering activities."

Username and Payment

Deep Origin reserves the right to remove or reclaim usernames at its discretion.

Some Services are free; others require payment. Users must provide accurate payment method information, authorizing Third-Party Providers to receive, store, and encrypt payment data. "No refunds or credits will be provided by Deep Origin, other than as set forth in these Terms."

Subscription fees with taxes may be billed annually, quarterly, or monthly, auto-renewing until downgraded or terminated. All fees are non-refundable. Users changing subscription types have annual rates take effect on the next billing date pro-rata. Deep Origin reserves the right to increase fees with reasonable advance notice, though increases aligned with the Consumer Pricing Index may occur anytime during subscriptions.

Free trial subscriptions are for testing only. Some trials have limited service ranges; exceeding limits may result in charges at standard pricing.

Notifications

By creating an Account, users consent to Deep Origin calling, emailing, texting (SMS), or sending mobile push notifications. "These communications may contain sensitive information." Users provide "express written consent to any such communication even if your phone number is on any Do Not Call list, whether federal, state or corporate." Users are responsible for safeguarding received communications. Contact support@deeporigin.com to change notification settings.

5. Provision of Services by Deep Origin

Intellectual Property

Unless otherwise indicated, all content, information, and Materials (excluding User Content)—including trademarks, logos, visual interfaces, graphics, design, code, services, text, pictures, sound files, and their arrangement—are protected by intellectual property laws and are Deep Origin's property or licensed from third parties. Users receive "a limited, non-sublicensable license (i.e., a personal and limited right) to access and use the Services for your personal use or internal business use only." Deep Origin reserves all unexpressed rights.

Third-Party Providers

Services are offered by Deep Origin and Third-Party Providers (development partners, suppliers, service providers, licensors, and licensees). Users acknowledge Third-Party Providers provide Services on Deep Origin's behalf.

Service Modifications and Limitations

"Deep Origin retains the right to limit, modify, update, change, interrupt, suspend, disable, cancel or discontinue providing the Services (or any features of the Services) to any person, geographic area, or jurisdiction or to users generally at Deep Origin's sole discretion at any time, without prior notice or liability."

Deep Origin may modify Terms, may provide less data than currently offered, and makes no promises regarding free Services remaining free. "All Services provided by Deep Origin are provided 'as is' without warranty of any kind, implied, expressed, or otherwise."

Monitoring and Information Access

Deep Origin may monitor Services electronically and "may access, use, preserve, transfer, and disclose any information (including Personal Information) to: (a) satisfy any applicable law, regulation, subpoena, governmental request or legal process if in our good faith opinion such action is required or permitted by law; (b) enforce these terms, including investigation of potential violations thereof; (c) protect the safety, rights, property, or security of our Services or equipment or any third party; or (d) detect, prevent or otherwise address fraud, security, or technical issues."

Feature Limits and Account Changes

Deep Origin may "set a fixed limit on the various features and functions of the Services, such as disk space, memory, bandwidth, CPU, GPU, number of users, or any other parameters it finds necessary to limit."

Deep Origin reserves the right to "change, cancel, close or suspend any Account that you have created in association with the Services at any time, for any reason or no reason, without notice to you."

If Deep Origin disables Account access, users may be "prevented from accessing the Services, your Account details, or any files or other Materials related to your account." If accounts are suspended, disabled, or closed, users may not create new ones without written permission.

Support

Deep Origin provides Services per standard Support Services detailed at https://formiclabs.atlassian.net/servicedesk/customer/portals using commercially reasonable efforts.

6. Use of Services by You

Permitted Use

Users may use Services subject to stated restrictions. "Your use of the Services is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate."

Users cannot access Services through means other than Deep Origin's interface and specifically cannot use "automated means (including use of scripts, web crawlers, harvesting bots, robots, spiders, or scrapers), unless otherwise allowed in writing by Deep Origin."

Services must be used only for purposes permitted by these Terms and applicable law, regulation, or accepted practices in relevant jurisdictions.

Prohibited Activities

Users cannot and will not assist others to:

  • 6.5.1. Violate third-party rights, including breaches of confidentiality, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or other intellectual property or proprietary rights;
  • 6.5.2. Post or share anyone's personal information, "including, but not limited to, identification documents and sensitive financial information, such as bank account or credit card numbers";
  • 6.5.3. Threaten, stalk, harm, bully, or harass others, promote bigotry or discrimination, or incite violence;
  • 6.5.4. Use Services to defraud or abuse reporting or scoring systems;
  • 6.5.5. Promote businesses or commercial ventures, except as expressly permitted;
  • 6.5.6. Solicit personal information from others;
  • 6.5.7. Send bulk emails, surveys, or mass messages;
  • 6.5.8. Engage in keyword spamming or manipulate search results;
  • 6.5.9. Engage in unlawful multi-level marketing like pyramid schemes;
  • 6.5.10. Do anything unlawful, misleading, malicious, or discriminatory; "produce any content that can harm people, including biological weapons or any documentation about them";
  • 6.5.11. Violate the Terms;
  • 6.5.12. Modify, adapt, reproduce, distribute, translate, create derivatives, publicly display, sell, trade, or exploit Services except as expressly authorized in writing;
  • 6.5.13. Remove or modify copyright, trademark, or proprietary rights notices;
  • 6.5.14. Use robots, spiders, site search/retrieval applications, or automated devices to access, retrieve, scrape, or index Services;
  • 6.5.15. Reverse engineer, decompile, or attempt to extract source code;
  • 6.5.16. Reformat or frame any portion of Services;
  • 6.5.17. Access, retrieve, or index Services to construct searchable business review databases;
  • 6.5.18. Record, process, or mine user information;
  • 6.5.19. Attempt unauthorized access through hacking, password mining, or other means;
  • 6.5.20. Attempt to access non-public Service portions;
  • 6.5.21. Impose unreasonable loads on Deep Origin's infrastructure or make excessive traffic demands;
  • 6.5.22. Remove, circumvent, disable, damage, or interfere with security features or content copying restrictions;
  • 6.5.23. Use devices, software, or routines interfering with proper Service functioning;
  • 6.5.24. Violate computer network security, crack passwords or encryption codes, or disrupt Service security;
  • 6.5.25. Transmit viruses, worms, defects, Trojan horses, or destructive items;
  • 6.5.26. Mine cryptocurrency, operate blockchain, or similar technology;
  • 6.5.27. Regarding Third-Party Provider Data ("TPP Data"), users cannot:
    • a. Use TPP Data for marketing except responding to inquiries, applications, purchases, or transactions;
    • b. Publish, offer, sell, license, transmit, distribute, or reproduce TPP Data;
    • c. Use TPP Data violating applicable law, regulations (e.g., Telephone Consumer Protection Act, Fair Credit Reporting Act), or third-party rights;
    • d. Store TPP Data except for own internal business purposes (resale storage is prohibited);
    • e. Cache TPP Data to avoid additional queries;
    • f. Merge TPP Data with databases for non-internal purposes;
    • g. Use TPP Data for fixed page format file downloads online;
    • h. Use TPP Data to access family, friends, or associates information outside permitted purposes.

Disclaimers and Audits

Users acknowledge TPP Data is not a "consumer reporting agency" as defined in the Fair Credit Reporting Act ("FCRA") and does not constitute "consumer reports" under the FCRA. "Accordingly, the TPP Data may not be used as a factor in determining eligibility for credit, insurance, employment or another purpose in which a consumer report may be used under the FCRA."

Deep Origin and Third-Party Providers may conduct periodic audits requiring compliance documentation. If audits reveal non-compliance, Deep Origin may take stated actions. Users then unconditionally release Deep Origin from liabilities and waive claims against them.

Responsibility and Compliance

Users are "solely responsible for (and that Deep Origin has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of any such breach." Failure to comply constitutes breach and grounds for immediate Account termination and Service use cessation, plus other available remedies.

7. Reserved

8. Links to Third-Party Sites or Applications

Deep Origin is "in no way responsible or liable for any Third-Party Content, including, without limitation, any damages, losses, failures or problems caused by, related to or arising from such Third-Party Content." User correspondence and dealings with third parties are solely between them. Users should review third-party terms, conditions, policies, representations, warranties, and privacy policies. Deep Origin "disclaim[s] any harm, including, without limitation, harm related to your personal information that may arise out of or relate to your access to or use of Third-Party Content."

9. Mobile Features

Deep Origin may offer mobile application or website features including uploading content, receiving messages, downloading applications, or accessing features on mobile phones. Standard messaging, data, and other fees may apply per carrier. Carriers may prohibit or restrict features, and some may be incompatible.

By using mobile features, users agree Deep Origin may send communications and collect device information per the Privacy Policy. Users must notify Deep Origin of mobile number changes and update their Account accordingly.

10. Special Provisions for Users Outside the United States

Users may choose data center regions or Deep Origin may select a U.S. location by default. Users consent to data transfer and processing in the selected region. "You, and not the Company, will be solely responsible for determining whether such data center's data processing laws are compliant with the laws of your country or of the country that originated your data."

Users in U.S.-embargoed countries or on the U.S. Treasury Department's Specially Designated Nationals list cannot create Accounts or engage in Services.

Deep Origin reserves the right "to limit the availability of the Services or the provision of any content to any person, geographic area, or jurisdiction, at any time and in our sole discretion."

11. Content

User Content Responsibility

Services allow uploading data, materials, or content ("User Content"). "To the maximum extent permitted by applicable law, Deep Origin takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, unless otherwise expressly permitted in writing by Deep Origin."

Deep Origin "reserves the right to remove, screen, or edit any User Content posted or stored on the Services at any time and without notice, including where such User Content violates these Terms of Service or applicable law." Users are solely responsible for creating backup copies at their cost.

License Grant

Unless a signed written agreement states otherwise, "if you submit, transmit, display, post, or store User Content using the Services, you grant Deep Origin and its sub-licensees, to the furthest extent and for the maximum duration permitted by applicable law an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive, and royalty-free right to use, reproduce, modify, adapt, and display such User Content solely in furtherance of performing the Services."

User Representations

Users are "solely responsible for your User Content and the consequences of uploading it." Users represent and warrant: (a) they create, own, or control all User Content rights or have sufficient authority to grant stated rights; (b) User Content does not infringe third-party rights including "copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right"; and (c) User Content contains no viruses, adware, spyware, worms, or harmful code. Deep Origin reserves rights and remedies against breaching users.

Unauthorized Use Waiver

"To the furthest extent permitted by applicable law, you hereby agree that Deep Origin shall not be liable for any unauthorized copying, use, or distribution of User Content by third parties and release and forever waive any claims you may have against Deep Origin for any such unauthorized copying or usage of the User Content." Security measures are provided "AS-IS" and "WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES, OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS, OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES."

Review and Feedback

Deep Origin reserves the right "to pre-screen, review, flag, filter, modify, refuse, remove or reinstate any or all User Content from any Service" but has no obligation to review. Commercial services and software limit access to objectionable material.

By sending ideas, suggestions, documents, or proposals ("Feedback"), users agree: (a) Feedback becomes the Company's property; (b) Feedback contains no confidential or proprietary third-party information; (c) Deep Origin has no obligation of confidentiality; (d) Deep Origin may have similar items under consideration; (e) Deep Origin has no obligation to use Feedback but retains ownership and derivative work rights if used; and (f) Deep Origin has no obligation to compensate users.

12. Proprietary Rights

Ownership

Users acknowledge Deep Origin or Third-Party Providers own "all legal right, title and interest in and to the Services, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user reviews, ratings, and all other elements and components of the Services, excluding User Content."

Deep Origin owns "all copyrights, trademarks, service marks, trade names, logos, domain names, other distinctive brand features and other intellectual and proprietary rights (whether those rights happen to be registered or not, and wherever in the world those rights may exist) associated with the Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws." Users may not "modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Materials in whole or in part except as expressly authorized by Deep Origin in a separate written document."

Notice Preservation and Trademark Use

Users shall not "remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services."

Unless expressly authorized in writing, users will not "use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos."

Confidentiality and Rights

Users acknowledge Services may contain "information which is designated confidential by Deep Origin" and shall not disclose it without written consent.

"Except as expressly and unambiguously provided herein, Deep Origin does not grant you any express or implied rights in or to the Services; all rights in and to the Services are retained by us."

"Content and Materials provided on or through the Services is provided to you 'AS IS,' 'WITH ALL FAULTS,' and 'AS AVAILABLE' for your informational and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners."

13. Software Updates

Deep Origin constantly changes and improves Services. It may: (a) add or remove functionalities or features; (b) suspend or stop Services; or (c) "terminate, suspend, change, or restrict access to all or any part of the Services, in each case without notice or liability."

Software may automatically download and install updates designed to improve and develop Services, taking the form of bug fixes, enhanced functions, new modules, and complete versions. Users "agree to receive such updates (and permit Deep Origin to deliver these to you) as part of your use of the Services."

14. Ending Your Relationship with Deep Origin

User Termination

Users may stop using Services anytime. To terminate the agreement, notify Deep Origin and close all Accounts as described in the Master Services and Subscription Agreement.

Company Termination

Deep Origin may terminate its agreement if: (a) users breach Terms or clearly show intent not to comply; (b) law requires it; (c) Deep Origin's partner terminates its relationship or stops offering Services; (d) Deep Origin transitions away from the user's country; or (e) providing Services is no longer "commercially viable."

Survival

Any sections surviving termination, including definitions, remain fully effective.

When the relationship ends, all legal rights, obligations, and liabilities remain unaffected.

15. Indemnity

Users agree to "defend, indemnify and hold harmless Deep Origin, its subsidiaries, owners, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them from any claim or demand, including any and all losses, liabilities, alleged and actual claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, and liens, including reasonable attorneys' fees and costs, whether brought by third parties or otherwise, due to or arising out of: (a) your access to or use of the Services, including Your Content; (b) in whole or in part, from the negligence, or error, omissions, or failure to perform by the Company, its employees, agents, or consultants, which shall be understand to include, but not be limited to, negligence resulting in inadvertent disclosure of confidential information; (c) your violation or alleged violation of the Terms, including, without limitation, your violation or alleged violation of any applicable law; or (d) the infringement or alleged infringement by you, or any third party using your Account, of any laws and intellectual property or other rights of any person or entity."

Users may not settle claims without Deep Origin's prior written consent. Deep Origin may "assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims."

Survival and Force Majeure

Indemnity obligations survive termination.

Deep Origin shall not be liable for "any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts beyond Company's reasonable control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) widespread strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages; and other similar events beyond the reasonable control of Deep Origin."

16. Disclaimer of Warranties

Jurisdiction-Specific Disclaimers

"SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW."

AS-IS Provision

"YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE SERVICES ARE PROVIDED 'AS IS,' 'WITH ALL FAULTS,' AND 'AS AVAILABLE.' DEEP ORIGIN AND/OR ITS THIRD-PARTY PROVIDERS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR THE INABILITY TO USE THE SERVICES AND/OR DEEP ORIGIN'S SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED AT THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAILS, ERRORS, DEFECTS, VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DEEP ORIGIN RECORDS, PROGRAMS OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DEEP ORIGIN AND/OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU."

Specific Non-Representations

"IN PARTICULAR, DEEP ORIGIN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS, INCLUDING THIRD-PARTY PROVIDERS DO NOT REPRESENT OR WARRANT TO YOU THAT: (a) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED."

Third-Party Conduct

"DEEP ORIGIN MAKES NO CLAIMS OR PROMISES ABOUT THE CONDUCT OF THIRD PARTIES. ACCORDINGLY, DEEP ORIGIN IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS."

Downloaded Materials

"ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL."

Warranty Disclaimers

"NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEEP ORIGIN OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS."

"DEEP ORIGIN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO THE THIRD-PARTY SERVICES OFFERED ON OR THROUGH THE SERVICES."

Remedies

"YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN THE CASE OF DISSATISFACTION WITH THE SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES, AND TO TERMINATE YOUR ACCOUNT."

Liability Caps

"IN NO EVENT WILL DEEP ORIGIN HAVE ANY ADDITIONAL LIABILITY TO YOU EXCEPT AS STATED HEREIN. IN NO EVENT SHALL DEEP ORIGIN'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER EXCEED THE AMOUNT PAID BY YOU FOR THE COMPANY'S SERVICES OVER THE PRECEDING 12-MONTH PERIOD UP TO A MAXIMUM OF FIFTY THOUSAND DOLLARS ($50,000.00). IF ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE INVALID, DEEP ORIGIN'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO DEEP ORIGIN IN THE 12 MONTHS PRIOR TO THE EVENT."

Unknown Claims

"BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED."

17. Limitation of Liability

Deep Origin, its subsidiaries, affiliates, officers, directors, agents, distributors, vendors, and licensors, including Third-Party Providers, "shall not be liable to you or to any other third party for: (a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY, EVEN IF DEEP ORIGIN IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT OR REVENUE (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY BUSINESS INTERRUPTION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS."

"(b) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF: (i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION OR ADVERTISING FOUND ON OR THROUGH THE SERVICES, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY COMPANY AND/OR INDIVIDUAL THAT APPEARS ON THE SERVICES; (ii) ANY CHANGES WHICH DEEP ORIGIN MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (iv) YOUR FAILURE TO PROVIDE DEEP ORIGIN WITH ACCURATE ACCOUNT INFORMATION; OR (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL."

"DEEP ORIGIN SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR THE INADVERTENT DISCLOSURE OR TRANSMISSION OF INFORMATION ABOUT YOU BY A THIRD PARTY, EVEN IF THAT INFORMATION ABOUT YOU WAS SHARED BY DEEP ORIGIN WITH THAT THIRD-PARTY PARTNER."

18. Copyright Notice

Deep Origin respects intellectual property. Copyright owners or agents finding infringing Content may submit notification per the Digital Millennium Copyright Act by providing: (a) physical or electronic signature of an authorized person; (b) identification of the copyrighted work allegedly infringed; (c) identification of infringing material with sufficient information for location; (d) contact information including address, telephone, and email; (e) good faith belief statement that use is unauthorized; and (f) accuracy statement under perjury penalty.

Deep Origin's Copyright Agent is legal@deeporigin.com. Failure to comply with all requirements may render the DMCA notice invalid.

19. Law and Arbitration

Arbitration Agreement

"Any controversy or claim arising out of or relating to the Terms or the Services or Privacy Policy provided by Deep Origin shall be settled by arbitration administered by the American Arbitration Association (AAA) under its Supplementary Procedures for Consumer Related Disputes and conducted before a single arbitrator." The arbitration place is San Francisco, California. The arbitrator is selected per AAA rules. Should AAA decline to accept non-class arbitration, parties shall jointly select another arbitrator. If parties cannot agree on a neutral arbitrator, the claimant may file suit in court solely for arbitrator appointment per the Federal Arbitration Act.

Parties must make written demand to begin arbitration. "The Terms, and your relationship with Deep Origin under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions." Awards may be entered in any California court. "The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under these Terms with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise."

Deep Origin may apply for injunctive remedies in any court to protect proprietary information or Service misuse.

Class Action Waiver

"TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION YOU MAKE AGAINST DEEP ORIGIN ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE SERVICES WILL BE RESOLVED INDIVIDUALLY BY BINDING ARBITRATION, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. YOU UNDERSTAND AND AGREE THAT BOTH PARTIES WOULD HAVE HAD A RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, BUT BOTH PARTIES BY ENTERING INTO THESE TERMS CHOOSE TO HAVE ANY DISPUTE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY NOT BE AVAILABLE OR MAY BE MORE LIMITED IN ARBITRATION, INCLUDING YOUR RIGHT TO APPEAL. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOUR RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY."

Appeal Process

"The arbitrator's decision shall become final and binding after 30 days unless a party to the arbitration takes an appeal from the decision by making a written request to AAA. The appeal panel, which will consist of three arbitrators, will consider all factual and legal issues anew, will conduct the appeal in the same manner as the initial arbitration, and will make decisions based on the vote of the majority. The appeal panel's decision shall be final and binding."

Conflict Resolution

"In the event of a conflict between the applicable arbitration rules and the arbitration terms set forth herein at Section 19, the terms of Section 19 shall govern. To the extent that the class action and collective action waivers contained herein are rendered invalid or unenforceable by applicable law as to any Claims, the arbitration terms set forth herein at Section 19 shall not apply to such Claims and thus we may elect to proceed exclusively in a court of competent jurisdiction in California. If any other provision of the arbitration terms set forth herein at Section 19 should be found invalid or unenforceable, such a determination shall not affect the enforceability of the remaining provisions, which shall remain and continue in full force and effect."

Individual Claims Only

"YOU UNDERSTAND AND AGREE THAT NO CLAIM, DISPUTE OR CONTROVERSY MAY BE CONSOLIDATED WITH A DISPUTE OF ANY OTHER PERSON IN ARBITRATION, OR RESOLVED ON A CLASS-WIDE BASIS BY A CLASS ACTION OR OTHER PROCEEDING AND YOU HEREBY WAIVE YOUR RIGHT TO COMMENCE OR PARTICIPATE IN ANY SUCH COLLECTIVE OR REPRESENTATIVE PROCEEDING."

Attorney's Fees

"If any action or proceeding (including arbitration) is commenced to enforce or interpret any of the provisions of these Terms, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of suit and expenses, in addition to any other relief to which such prevailing party may be entitled."

20. General

Section Titles

"The section titles in the Terms are for convenience only and have no legal or contractual effect."

Complete Agreement

"The Terms constitute the whole legal agreement between you and Deep Origin and govern your use of the Services (excluding any services which Deep Origin may provide to you under a separate written agreement), and completely replace any prior agreements between you and Deep Origin in relation to the Services."

Assignment

"The Terms are not assignable, transferable or sub-licensable by you except with Deep Origin's prior written consent, but may be assigned or transferred by us without restriction."

Notices

"You agree that Deep Origin may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings at https://www.deeporigin.com."

Waiver

"You agree that if Deep Origin does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Deep Origin has the benefit of under any applicable law), this will not be taken to be a formal waiver of Deep Origin's rights and that those rights or remedies will still be available to Deep Origin."

Severability

"If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that specific provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain enforceable in full force and effect. Should the meaning or effect of any other provisions be altered in any way by the removal or adjustment of the aforementioned provision, Deep Origin retains the right to adjust or change it accordingly."

Third-Party Beneficiaries

"You acknowledge and agree that each member of the group of companies of which Deep Origin is the parent or subsidiary shall be third-party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to the Terms."

Entire Agreement

"The terms (including the Privacy Policy and any Additional Terms which are incorporated by reference herein or hereinafter implemented) constitute the entire agreement between Deep Origin and you, and it supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Deep Origin in connection with your use of the Services."

Deep Origin Inc.
6000 Shoreline Ct. Ste 325, South San Francisco, CA 94080.

© 2023-Present Deep Origin Inc. All rights reserved.