Please note that your use of and access to our Services and Platform (defined below) are subject to the following terms. If you do not agree to all of the following, you may not use or access the services in any manner (the “Terms”).
Welcome to Deepnote! Please read on to learn the rules and restrictions that govern your relationship with Deepnote Inc. (the “Deepnote”, “we” or “us”) in relation to our platform designated especially for data scientists where you can work and collaborate with other users on our unique data science notebook that is Jupyter-compatible with real-time collaboration and easy deployment (the “Platform”) accessible via our website https://deepnote.com/ (the “Website”), provided “as a service” (SaaS) through the Website (the “Services”). If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at firstname.lastname@example.org. Please read these Terms carefully before using the Services.
By accessing the Platform and/or using our Services you warrant and affirm that you: a) are a legal entity or an individual of legal age to form a binding contract, however, at least 18 years of age (if not you warrant and affirm that you are using our Services under the supervision of a parent or guardian) b) have not been previously suspended or banned from using our Services and c) have the capacity to enter into this agreement and agree to be bound by these Terms.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is substantial, we will try to provide at least a 30 day notice prior to any new terms taking effect. What constitutes a substantial change will be determined at our sole discretion. You can always find the most recent version on the Website. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Services.
1. Our Services in general
We will use best endeavours to provide the Services to any person or entity using the Services (“you”, “your” or “Customer”) throughout the terms and conditions of these Terms in accordance with the level of Services purchased by the Customer.
Our Services may be free (i.e. Deepnote - Free Services) or we may charge a fee for using the Services (i.e. Deepnote - Team and Enterprise editions). If you are using a free version of the Services, we will notify you before any Services you are using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.
Please note that we’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that content in violation of these Terms), in our sole discretion, and without notice.
2. Accessing the Services and using the Platform
In order to use the Services and access our Platform, the Customer will be required to sign up to the Platform. We made a decision to not support password login and only use trusted third party login providers, Google and Github. Both companies support several means of multi-factor authentication (MFA) and have a solid level of security against brute force, or credentials stuffing attacks. Therefore you will need to sign up, and select whether you would like to sign up with Google (using your Google account credentials) or sign up with GitHub (using your GitHub account credentials).
You may use the Services for your own internal, personal, or commercial (work-related) use, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We are not responsible if you use the Services in a way that breaks the law.
You will keep all your registration information accurate. You are solely responsible for protecting the security of your login credentials. You shall immediately notify us of any unauthorized use of your credentials or any other breach of the Website’s, Platform’s or his Deepnote’s account security. You are also solely responsible for all access to and use of the Platform by anyone using the credentials originally selected by you whether or not such access to and use of the Platform is actually authorized by you, including without limitation, all communications and transmissions and all obligations (including without limitation financial obligations) incurred through such access or use.
When logged in the Platform, you can create and access various projects. Projects have granular role-based access control (RBAC) settings, to allow you to choose what your collaborators can and cannot do. A project in Deepnote contains code, data and it all runs in one environment. You are free to share it with other collaborators, who can use it simultaneously with you. To create a project in Deepnote, you can upload your own files, import a project from other third party services (e.g. Github or Gitlab), or just create an empty project.You can make any submission to the project on the Platform, i.e. anything you post, upload, share, store, or otherwise provide through the Platform is considered as your customer submission (the “Customer submission”). You represent, warrant, and agree that you will not (by yourself or through a third party):
- Use Deepnote’s Platform, Website and/or Services to pursue any illegal activities as defined by the law of any applicable jurisdiction;
- Transfer any illegal, harassing, abusive or objectionable Content;
- Mine cryptocurrencies (bitcoin or similar);
- Sell the Services to third party without explicit consent of Deepnote;
- Modify or reverse engineer the Services;
- Attempt to compromise the security of Deepnote Platform and/or the Website;
- Attempt to steal any digital Content;
- Impersonate another person; and
- Give access to Deepnote to any third party by using your login account credentials (this includes running computations on their behalf).
3. Privacy rights
4. Intellectual Property rights and licences
Please note that the materials displayed or available on the Platform or through the Services, including text, graphics, data, articles, comments, and Customer submissions provided by other users (the “Content”), are protected, whether registered or not as the copyright or other type of intellectual property (the “Intellectual Property”). You are responsible for all Content you contribute to the Services, and you represent and warrant you have all rights necessary to do so. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, publish, transmit, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including our’s) rights.The Customer acknowledges that all Services and Platform-related Intellectual Property ( i.e., all existing and future trademarks, service marks, domain names and business names, rights pertaining to inventions, designs, sample projects, databases and proprietary information (including, without limitation, trade secrets and know-how), copyrights, moral rights and all other assets and benefits commonly regarded as Intellectual Property is the sole property of Deepnote. The Customer shall not acquire any right, title, or interest in the aforesaid Intellectual Property or otherwise in connection with the Service, except for the limited rights of use expressly set forth in the Terms. Any rights not expressly granted herein shall be deemed withheld.
The Platform may only be used during the time that the Terms are in force between Deepnote and the Customer and only in such a manner as necessary for using the Platform for its intended purpose. The Customer acknowledges that they have no right to have access to the Platform’s source code.
The Customer has no right to sub-license or assign the license under these Terms and shall ensure that the Platform does not become the subject of any charge or encumbrance without the prior explicit consent of Deepnote.
What if I see something on the Services that infringes my copyright?
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Deepnote, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.
5. Pricing and billing
The Deepnote Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.
Free plan - For beginners, hobbyists and data science side projects. The free plan includes 750 hours of basic machine (2 cVPU, 5 GB memory, 5 GB storage space), maximum 3 collaborators in private projects and access to private integrations.
Team plan - For teams and start-ups to collaborate on notebooks and experiments. Our Team plan includes access to better hardware options and an extended feature set, as laid out in detail in the [Pricing](https://deepnote.com/#pricing) section. The fee consists of a subscription fee and machine fee based on usage. The subscription fee is based on the number of editor or admin seats during the billing period, and is charged upfront. When the Customer adds an editor or admin seat throughout the billing period, they will be charged the prorated monthly cost of the member at the end of the billing period. The Customer pays for the used compute time based on minute usage rate at the end of the billing period, according to the [Pricing](https://deepnote.com/#pricing). Please note that pricing may change over time. Team plan is free for students and teachers. Please note that any payment terms presented to you in the process of using or signing up for our paid service are deemed part of these Terms.
Enterprise plan - Custom solution for multiple teams & departments with dedicated support. Enterprise edition includes all the features of the Team plan, as outlined above, alongside custom, dedicated machines, account management, access controls and audit logs and dedicated support. The specific details are governed by a separate Service agreement.
We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Deepnote account on the Services (your “Billing Account”) for use of the paid services (Team plan or Enterprise plan). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for errors by the Payment Processor. By choosing to use paid services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such paid services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
All fees paid by you are non-refundable, except as provided in these Terms or when required by law.
Please note that Deepnote may change the fees charged to you for the Services at any time. We will provide you with advance notice of any change in fees.
6. What if I want to stop using Deepnote?
You’re free to stop using the Services and/or the Platform at any time. Upon termination, your subscription will be cancelled immediately. At the end of the month, you will be charged for any outstanding amount from the previous month (such as collaborators added to the team during the month), but you will be downgraded to the Free plan.
Deepnote is also free to terminate (or suspend access to) your use of the Services or your Deepnote account, for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions in these Terms.
7. What else do I need to know?
We attempt to be as accurate as possible and eliminate errors on the Website and/or the Platform, however, we do not warrant that any product, service, description, pricing or other information is accurate, complete, reliable, current or error-free. In the event of an error on the Website and/or the Platform, in an order confirmation, or during the delivery of the Services, we reserve the right to correct such errors and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any amount charged. Your sole remedy in the event of such error is to cancel your order and obtain a refund.
Except as expressly provided in these terms and to the extent permitted by applicable law, the services and any guidance or recommendations therein are provided “as is” and Deepnote does not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose, and non-infringement or any representations regarding availability, reliability, or accuracy of the services.
Exclusion of certain liability.
To the extent permitted by applicable law, Deepnote, its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for (a) any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, or (b) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), arising out of or in connection with the services and these terms, and whether based on contract, tort, strict liability, or any other legal theory, even if Deepnote has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
Limitation of liability.
To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Deepnote be liable to you or to any other person for (a) any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, or (b) any amount, in the aggregate, in excess of the greater of (i) $100 or (ii) the amounts paid by you to Deepnote in connection with the services in the twelve (12) month period preceding this applicable claim, or (iii) any matter beyond our reasonable control. Some states do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.
To the fullest extent allowed by applicable law, you agree to indemnify and hold Deepnote, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (the “Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Deepnote’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Governing law and Dispute resolution.
These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms or the Services will be litigated exclusively in the federal or state courts of San Francisco County, California, USA, and you and Deepnote consent to personal jurisdiction in those courts.
If at any time any provision of the Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of the Terms. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Deepnote may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Deepnote in any respect whatsoever. You and Deepnote agree there are no third party beneficiaries intended under these Terms.