DeepPack User Terms

These terms and conditions of use (“User Terms”) apply to the use of DeepPack by Authorised Users (“you”, “your”). DeepPack is made available by InstaDeep Limited (“InstaDeep”, “we”, “us”, “our”) to customers that have signed and are party to the DeepPack Terms of Service (“Customers”), and you must only access and use DeepPack if a Customer has authorised you to do so.

BY CLICKING ON THE ‘ACCEPT’ BUTTON, YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THIS USER TERMS. IF YOU DO NOT AGREE, YOU MUST NOT CLICK ON THE ‘ACCEPT’ BUTTON OR ACCESS OR USE DEEPPACK.

IF YOU DO NOT AGREE TO COMPLY WITH THIS USER TERMS, YOU WILL NOT CONTINUE TO ACCESS OR USE DEEPPACK.

Introduction
1. This User Terms sets out the rules governing:
  1. your use of DeepPack; and
  2. the transmission, storage and processing of any Customer Data by you using DeepPack, or otherwise in relation to your use of DeepPack.
2. Any capitalised terms used but not defined in these User Terms shall have the meaning given to them in the DeepPack Terms of Service.
General usage rules
1. You may access and use DeepPack solely for the purpose of conducting simulations for optimized bin packing using reinforced learning and proprietary techniques in order to accommodate bespoke Customer’s preferred packing strategy, product and container type, pursuant to the DeepPack Terms of Service.
2. You must be at least 18 years of age to use DeepPack. By using DeepPack, you warrant and represent to us that you are at least 18 years of age.
3. You shall comply with any instructions given to you by InstaDeep in relation to your access and use of DeepPack.
4. You must keep your log-in details (username and password) for access to DeepPack secure and confidential, and you must not permit any third party to access or use DeepPack using your log-in details.
5. You must not use DeepPack in any way that causes, or may cause, damage to InstaDeep or to DeepPack, or impairment of the availability or accessibility of DeepPack.
6. You must not use DeepPack:
  1. in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
  2. in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity; or
  3. in any other way which contravenes any of the terms and conditions of this User Terms.
7. You shall not wilfully or negligently introduce or create onto DeepPack and/or InstaDeep’s systems any virus, worm, trojan horse, cancelbot or other destructive or contaminating program or code.
8. You shall not permit or encourage, directly or indirectly, any unauthorised access to, or use of, DeepPack 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.
9. You acknowledge that all information relating to DeepPack, including its functionality and the Customer Data hosted on or generated by DeepPack, constitutes InstaDeep’s and/or the Customer’s confidential information. You shall keep confidential and not disclose to any third party any confidential information belonging to InstaDeep or the Customer.
10. You shall not engage in any abuse or fraudulent use of DeepPack. Abuse and fraudulent use shall include (without limitation):
  1. copying, duplicating, modifying, creating derivative works from or distributing all or any portion of DeepPack (including any software, information or data included on or forming part of DeepPack and / or any Customer Data) except to the extent expressly set out in this User Terms or as otherwise permitted under any applicable law which is incapable of exclusion by contractual agreement; or
  2. reverse compiling, disassembling, reverse engineering or otherwise reducing to human-perceivable form all or any part of DeepPack (including any software included on or forming part of DeepPack), except as may be permitted under any applicable law which is incapable of exclusion by contractual agreement; or
  3. accessing all or any part of DeepPack (including any data or software included on or forming part of DeepPack) in order to build a product or service which is capable of competing for business with DeepPack or any services provided or offered by InstaDeep, or for any other purpose not expressly permitted by this User Terms and the DeepPack Terms of Service; or
  4. obtaining, or assisting third parties in obtaining, unauthorised access to DeepPack (including any software, information or data included on or forming part of DeepPack and any Customer Data or materials derived therefrom, including the Customer Data) or any services provided or offered by InstaDeep; or
  5. gaining access to information which contains enquiry or transaction volumes relating to use of DeepPack; or
  6. using DeepPack or any of its components or any data contained or accessible within it to construct any kind of database; or
  7. 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 DeepPack; or
  8. circumventing any access or use restrictions put into place to prevent certain uses of DeepPack or any of its components or any data contained or accessible within it; or
  9. disabling, impairing, or destroying DeepPack or any of its components; or
  10. knowingly disrupting, interfering with, or inhibiting any other user from using DeepPack or any of its components; or
  11. 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
  12. impersonating any person or entity, or falsely stating or otherwise misrepresenting an affiliation with a person or entity; or
  13. providing any advice or opinion to any third party using DeepPack or any results obtained or resulting from its use; or
  14. assisting another to perform the acts prohibited in this clause; or
  15. attempting or assisting any third party to do or attempt to do any of the above activities set out in this clause.
11. You must ensure that all Customer Data is accurate, complete, up-to-date and not misleading.
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).
Intellectual property rights
1. You acknowledge that all rights, including all intellectual property rights, in and to DeepPack and the Documentation, the Customer Data and any materials our output from using DeepPack (“Materials”) are and shall remain the property of InstaDeep, its Customers and/or its licensors.
2. The rights granted to you to use DeepPack pursuant to this User Terms are licensed (not sold) to you, and you have no rights in or to DeepPack, the Documentation, the Customer Data or the Materials, other than the right to use them strictly in accordance with this User Terms.
Monitoring
1. You acknowledge that we may actively monitor the Customer Data and your use of DeepPack for compliance with this User Terms.
Hyperlinks
1. You must not link to any material using or by means of DeepPack that would, if it were made available through DeepPack, breach the provisions of this User Terms.
2. Where our site contains links to other sites and resources provided by third parties, these links 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.
Liability
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.
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.
3. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
4. The DeepPack 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 DeepPack and should not be relied upon as information that We represent, warrant or guarantee.
5. Except as set out in Clause 6.1, 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 this User Terms.
6. Without prejudice to Clauses 6.1 and 6.2, InstaDeep’s entire aggregate liability to you under this User Terms whether arising in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise arising by reason of or in connection with this User Terms, shall be limited to one hundred pounds sterling (£100) for all incidents.
Termination
1. InstaDeep may terminate your access to DeepPack immediately without written notice to you for any reason whatsoever, including if you commit (or if InstaDeep has reasonable grounds to suspect that you have committed, or that you intend to commit) a material or persistent breach of this User Terms.
2. Your access to DeepPack shall immediately terminate if:
  1. the Customer which has granted you access to DeepPack ceases to be a customer of InstaDeep or the DeepPack Terms of Service between the Customer and InstaDeep expires or terminates;
  2. the relevant Customer no longer authorises you to access and use DeepPack;
  3. your engagement by the relevant Customer as either a contractor or employee terminates.
3. On termination for any reason:
  1. all rights granted to you under this User Terms shall immediately cease;
  2. you must immediately cease all activities authorised by this User Terms;
  3. 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 DeepPack), and in the case of destruction, certify to InstaDeep and the Customer that you have done so.
Updates to this User Terms
1. InstaDeep reserves the right to update this User Terms at any time. Any updates will be notified to you when you next log-in to use DeepPack. Your continued use of DeepPack (and the Documentation, if applicable) following such notification shall constitute your acceptance to the variation of this User Terms. If you do not accept the variation to these User Terms, you must immediately stop using and accessing DeepPack (and the Documentation, if applicable).
Use of personal information
1. Under applicable data protection legislation, which in the UK is the Data Protection Act 2018 (as may be amended or superseded from time to time), InstaDeep is required to provide you with certain information about InstaDeep and about how InstaDeep processes the personal data of individuals who use DeepPack, including for what purposes, what the individuals’ rights are in relation to their personal data, and how individuals can exercise those rights. This information is provided in our Privacy Policy [privacy policy].
2. You confirm that you have reviewed and that you understand the Privacy Policy.
Miscellaneous
1. Force Majeure. You acknowledge that InstaDeep shall not be in breach of this 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 DeepPack, due to events beyond its reasonable control commonly referred to as events of force majeure.
2. Site Withdrawal. Site access is made available free of charge. 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. We will try to give you reasonable notice of any suspension or withdrawal.
3. Where you have subscribed to a paid for service 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 terms.
4. Assignment. You may not transfer, assign, or sub-license your rights and obligations under this User Terms. InstaDeep can transfer, assign, or sub-license its rights and obligations under this User Terms to any third party for any reason without your further written agreement. InstaDeep will provide you with reasonably prompt written notice of any such assignment or transfer (and, following any such assignment or transfer, references to InstaDeep shall be references to the relevant assignee).
5. Severability. If any provision of this User Terms is invalid or unenforceable, the remaining provisions will remain in full force and effect.
6. Third party rights. A person who is not a party to this User Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this User Terms, except that any holding company or subsidiary of InstaDeep shall be entitled to enforce any part of this User Terms as if it was itself a party.
7. 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.
8. Jurisdiction and governing law. This User Terms, its subject matter and formation (and any non-contractual disputes or claims relating to this User Terms) shall be governed by, and construed in accordance with, English law. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with, this User Terms.

Introduction
1. This User Terms sets out the rules governing:
  1. your use of DeepPack; and
  2. the transmission, storage and processing of any Customer Data by you using DeepPack, or otherwise in relation to your use of DeepPack.
2. Any capitalised terms used but not defined in these User Terms shall have the meaning given to them in the DeepPack Terms of Service.
General usage rules
1. You may access and use DeepPack solely for the purpose of conducting simulations for optimized bin packing using reinforced learning and proprietary techniques in order to accommodate bespoke Customer’s preferred packing strategy, product and container type, pursuant to the DeepPack Terms of Service.
2. You must be at least 18 years of age to use DeepPack. By using DeepPack, you warrant and represent to us that you are at least 18 years of age.
3. You shall comply with any instructions given to you by InstaDeep in relation to your access and use of DeepPack.
4. You must keep your log-in details (username and password) for access to DeepPack secure and confidential, and you must not permit any third party to access or use DeepPack using your log-in details.
5. You must not use DeepPack in any way that causes, or may cause, damage to InstaDeep or to DeepPack, or impairment of the availability or accessibility of DeepPack.
6. You must not use DeepPack:
  1. in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
  2. in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity; or
  3. in any other way which contravenes any of the terms and conditions of this User Terms.
7. You shall not wilfully or negligently introduce or create onto DeepPack and/or InstaDeep’s systems any virus, worm, trojan horse, cancelbot or other destructive or contaminating program or code.
8. You shall not permit or encourage, directly or indirectly, any unauthorised access to, or use of, DeepPack 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.
9. You acknowledge that all information relating to DeepPack, including its functionality and the Customer Data hosted on or generated by DeepPack, constitutes InstaDeep’s and/or the Customer’s confidential information. You shall keep confidential and not disclose to any third party any confidential information belonging to InstaDeep or the Customer.
10. You shall not engage in any abuse or fraudulent use of DeepPack. Abuse and fraudulent use shall include (without limitation):
  1. copying, duplicating, modifying, creating derivative works from or distributing all or any portion of DeepPack (including any software, information or data included on or forming part of DeepPack and / or any Customer Data) except to the extent expressly set out in this User Terms or as otherwise permitted under any applicable law which is incapable of exclusion by contractual agreement; or
  2. reverse compiling, disassembling, reverse engineering or otherwise reducing to human-perceivable form all or any part of DeepPack (including any software included on or forming part of DeepPack), except as may be permitted under any applicable law which is incapable of exclusion by contractual agreement; or
  3. accessing all or any part of DeepPack (including any data or software included on or forming part of DeepPack) in order to build a product or service which is capable of competing for business with DeepPack or any services provided or offered by InstaDeep, or for any other purpose not expressly permitted by this User Terms and the DeepPack Terms of Service; or
  4. obtaining, or assisting third parties in obtaining, unauthorised access to DeepPack (including any software, information or data included on or forming part of DeepPack and any Customer Data or materials derived therefrom, including the Customer Data) or any services provided or offered by InstaDeep; or
  5. gaining access to information which contains enquiry or transaction volumes relating to use of DeepPack; or
  6. using DeepPack or any of its components or any data contained or accessible within it to construct any kind of database; or
  7. 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 DeepPack; or
  8. circumventing any access or use restrictions put into place to prevent certain uses of DeepPack or any of its components or any data contained or accessible within it; or
  9. disabling, impairing, or destroying DeepPack or any of its components; or
  10. knowingly disrupting, interfering with, or inhibiting any other user from using DeepPack or any of its components; or
  11. 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
  12. impersonating any person or entity, or falsely stating or otherwise misrepresenting an affiliation with a person or entity; or
  13. providing any advice or opinion to any third party using DeepPack or any results obtained or resulting from its use; or
  14. assisting another to perform the acts prohibited in this clause; or
  15. attempting or assisting any third party to do or attempt to do any of the above activities set out in this clause.
11. You must ensure that all Customer Data is accurate, complete, up-to-date and not misleading.
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).
Intellectual property rights
1. You acknowledge that all rights, including all intellectual property rights, in and to DeepPack and the Documentation, the Customer Data and any materials our output from using DeepPack (“Materials”) are and shall remain the property of InstaDeep, its Customers and/or its licensors.
2. The rights granted to you to use DeepPack pursuant to this User Terms are licensed (not sold) to you, and you have no rights in or to DeepPack, the Documentation, the Customer Data or the Materials, other than the right to use them strictly in accordance with this User Terms.
Monitoring
1. You acknowledge that we may actively monitor the Customer Data and your use of DeepPack for compliance with this User Terms.
Hyperlinks
1. You must not link to any material using or by means of DeepPack that would, if it were made available through DeepPack, breach the provisions of this User Terms.
2. Where our site contains links to other sites and resources provided by third parties, these links 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.
Liability
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.
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.
3. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
4. The DeepPack 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 DeepPack and should not be relied upon as information that We represent, warrant or guarantee.
5. Except as set out in Clause 6.1, 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 this User Terms.
6. Without prejudice to Clauses 6.1 and 6.2, InstaDeep’s entire aggregate liability to you under this User Terms whether arising in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise arising by reason of or in connection with this User Terms, shall be limited to one hundred pounds sterling (£100) for all incidents.
Termination
1. InstaDeep may terminate your access to DeepPack immediately without written notice to you for any reason whatsoever, including if you commit (or if InstaDeep has reasonable grounds to suspect that you have committed, or that you intend to commit) a material or persistent breach of this User Terms.
2. Your access to DeepPack shall immediately terminate if:
  1. the Customer which has granted you access to DeepPack ceases to be a customer of InstaDeep or the DeepPack Terms of Service between the Customer and InstaDeep expires or terminates;
  2. the relevant Customer no longer authorises you to access and use DeepPack;
  3. your engagement by the relevant Customer as either a contractor or employee terminates.
3. On termination for any reason:
  1. all rights granted to you under this User Terms shall immediately cease;
  2. you must immediately cease all activities authorised by this User Terms;
  3. 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 DeepPack), and in the case of destruction, certify to InstaDeep and the Customer that you have done so.
Updates to this User Terms
1. InstaDeep reserves the right to update this User Terms at any time. Any updates will be notified to you when you next log-in to use DeepPack. Your continued use of DeepPack (and the Documentation, if applicable) following such notification shall constitute your acceptance to the variation of this User Terms. If you do not accept the variation to these User Terms, you must immediately stop using and accessing DeepPack (and the Documentation, if applicable).
Use of personal information
1. Under applicable data protection legislation, which in the UK is the Data Protection Act 2018 (as may be amended or superseded from time to time), InstaDeep is required to provide you with certain information about InstaDeep and about how InstaDeep processes the personal data of individuals who use DeepPack, including for what purposes, what the individuals’ rights are in relation to their personal data, and how individuals can exercise those rights. This information is provided in our Privacy Policy [privacy policy].
2. You confirm that you have reviewed and that you understand the Privacy Policy.
Miscellaneous
1. Force Majeure. You acknowledge that InstaDeep shall not be in breach of this 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 DeepPack, due to events beyond its reasonable control commonly referred to as events of force majeure.
2. Site Withdrawal. Site access is made available free of charge. 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. We will try to give you reasonable notice of any suspension or withdrawal.
3. Where you have subscribed to a paid for service 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 terms.
4. Assignment. You may not transfer, assign, or sub-license your rights and obligations under this User Terms. InstaDeep can transfer, assign, or sub-license its rights and obligations under this User Terms to any third party for any reason without your further written agreement. InstaDeep will provide you with reasonably prompt written notice of any such assignment or transfer (and, following any such assignment or transfer, references to InstaDeep shall be references to the relevant assignee).
5. Severability. If any provision of this User Terms is invalid or unenforceable, the remaining provisions will remain in full force and effect.
6. Third party rights. A person who is not a party to tdhis User Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this User Terms, except that any holding company or subsidiary of InstaDeep shall be entitled to enforce any part of this User Terms as if it was itself a party.
7. 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.
8. Jurisdiction and governing law. This User Terms, its subject matter and formation (and any non-contractual disputes or claims relating to this User Terms) shall be governed by, and construed in accordance with, English law. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with, this User Terms.