Terms of Service

Applies to: deepwell.software, the Deepwell application, and the Report portals Deepwell hosts for its customers.

Who we are

Deepwell Software is operated by Ummm Software, LLC, an Indiana limited liability company ("Deepwell", "we", "us").

You can reach us about these terms at legal@deepwell.software or through the contact form.

How these terms fit together

These terms apply when you use deepwell.software or the Deepwell application. If you accept them for a business, you confirm that you are authorized to bind that business, and "you" means the business.

If you have signed an order form or master services agreement with us, it governs wherever it differs from these terms, and these terms cover everything it does not address. Our Privacy Policy describes how we handle personal information, including the data from your connected systems, and forms part of these terms.

Who these terms are for

1. Visitors to deepwell.software. Only "Using the website", "Acceptable use", and the sections from "Disclaimers" onward apply to you.
2. MSP customers: the business that holds a Deepwell account, and the people at that business who use it. All of these terms apply.
3. Organization users: people at an MSP's client who are invited to view Reports. You use Deepwell through your MSP. Your MSP's agreement with you governs your relationship, but "Acceptable use" and the sections from "Disclaimers" onward still apply to you.

Using the website

In short: read it, use the forms, and don't abuse it.

You may read and share the content on deepwell.software. The content is information about Deepwell. It is not advice, and it can change without notice. When you send us a form, you confirm that what you send is accurate to the best of your knowledge and that you are entitled to share it.

Your account

In short: Deepwell is for businesses, and you are responsible for who you let in.

Deepwell is for business use only. You must be at least 18 and acting for a business to create an account.

You are responsible for the users you invite, including Organization users at your clients, and for what they do in your account. Keep sign-in details secure, and tell us promptly at security@deepwell.software if you believe someone has accessed your account without permission.

Your data

In short: it is yours. You give us permission to use it to run Deepwell for you, and you confirm that you have the right to give that permission.

"Customer Data" means the data that comes from the systems you connect (Connected Data), the Reports and Report Snapshots you build, and anything else you or your users put into Deepwell.

• You own your Customer Data. We claim no ownership of it.
• You can have a copy of it. At any time while your account is active, you can ask us for a copy of your Customer Data and we will provide it in a standard format.
• You give us permission to host, copy, process, and transmit it only as needed to provide Deepwell to you, to support you, and as you instruct. We process personal information in it as your processor, as the Privacy Policy describes. Contact us about a data processing agreement.
• You confirm that you have the right to connect each system you connect, that doing so is allowed by that system's terms and your agreements with your clients, and that you have given your clients any notices the law requires.
• We do not use Connected Data to train artificial-intelligence models, and we do not sell it.
• Before we add a service provider that handles Connected Data, we tell you in advance. The Privacy Policy lists our current providers.

We may use information about how Deepwell is used, such as which features are opened, to operate and improve Deepwell. That information does not include the content of your Connected Data.

If you send us feedback or suggestions, we may use them without any obligation to you.

Reports you deliver to your clients

In short: Deepwell builds and delivers the Reports, but they are your Reports.

You can deliver Reports to your clients. You are responsible for your relationship with your clients, for the Reports you deliver to them, and for any commitments you make to them about Deepwell. That includes Reports that Deepwell sends on a schedule you set.

Deepwell's AI features and automated checks help you build accurate Reports, but AI output can be wrong. Review what you deliver as closely as your clients need.

Acceptable use

Whoever you are, you must not:

• break the law, or infringe anyone's rights, using Deepwell;
• connect a system, or access data, that you are not authorized to access;
• use Deepwell in a way that breaks the terms of a system you connect;
• try to get into accounts, data, or parts of Deepwell that are not yours, or test its security without our written permission;
• interfere with Deepwell's operation, overload it, or run automated scraping against it;
• copy, reverse-engineer, or resell Deepwell, or use it to build a competing product. Delivering Reports to your own clients is not reselling;
• upload malicious code, or use Deepwell to send spam.

Systems you connect

In short: those systems belong to other companies, and their terms apply.

Deepwell connects to tools such as PSA, backup, and security platforms through their APIs. Your use of those tools is governed by your agreements with their providers. We are not responsible for their availability, for their accuracy, or for changes they make to their APIs. If a provider changes or withdraws its API, we may have to change or stop an integration.

Fees and billing

In short: what the pricing page says, unless your order form says something different.

• Prices and plans are as shown on the pricing page when you sign up, or in your order form.
• Active clients are counted as the pricing page describes. Clients beyond your plan's included number are billed monthly at your tier's rate.
• Renewal: monthly plans renew each month and annual plans each year, on the anniversary of your first bill date, until you cancel.
• Cancellation: ask us to cancel through the support form at least one business day before your renewal date. You keep access until the end of the term you have paid for. We do not refund any part of a paid term.
• Changing plans: upgrades take effect immediately, and downgrades take effect on your next bill date.
• Price changes: we will tell you at least 30 days before a price change, and it takes effect from your next renewal.
• Taxes: prices do not include taxes, which you pay where they apply.
• Late payment: if a payment is overdue, we may suspend your account after we tell you and give you 15 days to pay.

Early Access and trials

Early Access, free trials, and similar offers can carry their own terms, which we state in the offer. Where an offer's terms differ from these terms, the offer's terms apply for as long as the offer lasts. Features marked preview or beta can change or be withdrawn, and are provided as they are.

Availability and support

In short: we work to keep Deepwell running well, but we do not guarantee it.

We use commercially reasonable efforts, consistent with generally accepted industry practices, to keep Deepwell available, secure, and working correctly. We do not guarantee that Deepwell will be uninterrupted, error-free, or available at any particular time. We sometimes need to take it down for maintenance. Where we can, we do that at quiet times and tell you in advance.

Uptime commitments and service credits are available only in a separate order form or master services agreement signed with us. These terms make no such commitment.

For help, use the support form.

We improve Deepwell continuously and may add, change, or remove features. If a change materially reduces what your paid plan does, we will tell you in advance.

Our property

Deepwell, including its software, design, and documentation, belongs to us and our licensors. While your account is active, we give you a limited, non-exclusive, non-transferable right to use Deepwell for your business under these terms. We keep all rights we do not expressly give you.

We will not use your name or logo in our marketing without your permission.

Confidentiality

Each of us will keep the other's non-public business information confidential, use it only for the purpose of this agreement, and protect it with at least reasonable care. This does not cover information that is public, that the other party already had, or that the law requires to be disclosed.

Suspension and ending your account

We may suspend access if payment is overdue as described above, if your use breaks these terms, or if we need to in order to protect Deepwell, other customers, or anyone's data. Except in an emergency, we will tell you first and give you a chance to fix the problem.

You can end your account by cancelling as described under "Fees and billing". We can end it if you materially break these terms and do not fix the breach within 30 days of our notice, or immediately if the breach cannot be fixed or breaks "Acceptable use". We can also end it at the end of any term by telling you at least 30 days in advance.

For 30 days after your account ends, you can still ask us for a copy of your Customer Data and we will provide it in a standard format. After that we delete it, as the Privacy Policy describes.

The sections on your data, our property, confidentiality, fees you owe, disclaimers, liability, indemnity, and governing law continue after your account ends.

Disclaimers

Except as these terms expressly say, Deepwell is provided "as is" and "as available". To the extent the law allows, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of liability

To the extent the law allows:

• Neither of us is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if warned they were possible.
• Each party's total liability under these terms is limited to the fees you paid us in the 12 months before the event that caused the claim.
• These limits do not apply to your payment obligations, to either party's obligations under "Indemnity", or to your breach of "Acceptable use".

Indemnity

You will defend us against any third-party claim arising from your Customer Data, your connection of systems you were not authorized to connect, the Reports you deliver to your clients, or your breach of "Acceptable use", and you will pay the resulting damages and costs.

We will defend you against any third-party claim that Deepwell, as we provide it, infringes that party's intellectual property rights, and we will pay the resulting damages and costs. This does not cover claims caused by your Customer Data, the systems you connect, changes you make, or your use of Deepwell with anything we did not provide. If such a claim is made, or we believe it is likely, we may get you the right to keep using Deepwell, change it so it no longer infringes, or end your account and refund any fees you prepaid for the rest of your term.

Whoever is defended must tell the other promptly about the claim, let the other control the defense, and give reasonable help. Neither of us may settle a claim in a way that admits fault by the other without the other's consent.

Governing law

These terms are governed by the laws of the State of Indiana, without regard to its conflict-of-law rules. The state and federal courts in Elkhart County, Indiana have exclusive jurisdiction over any dispute about these terms.

General

• Assignment: neither of us may transfer these terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all of the business.
• Events outside our control: neither of us is liable for delays or failures caused by events beyond reasonable control, such as outages at our hosting providers, natural disasters, or acts of government. This does not excuse payment.
• Notices: we send notices to your account's admin email address. You send notices to legal@deepwell.software.
• Entire agreement: these terms, the Privacy Policy, and any order form or master services agreement you have signed with us are the whole agreement between us about Deepwell.
• Severability and waiver: if a court finds part of these terms unenforceable, the rest still applies. If we do not enforce a term, we have not waived it.
• Relationship: we are independent contractors. These terms create no partnership, employment, or agency.

Changes to these terms

When we change these terms we update the date at the top and describe the change in the list below. If a change materially affects you, we will tell you at least 30 days before it takes effect. If you continue to use Deepwell after a change takes effect, you accept the new terms. If you have a paid term, a material change applies from your next renewal, unless the law requires it to take effect sooner.

Change history

• September 29, 2026: first version.

Contact

Ummm Software, LLC (Deepwell Software) legal@deepwell.software