Quantum Computing Center Ltd., and its affiliates (“QCC“, “we“, “our“, or “Company”) welcome you to our Quantum as a Service (“QaaS”) and related services, including as applicable the TestBed (as defined below) services and related equipment-usage services (collectively, “Services”). These Subscription Terms of Use (“Subscription Terms”), shall be accompanied to, or referred by, a written quote, order, or other ordering document issued by the Company and govern the use of the Services (“Order”; these Subscription Terms and the Order, together, “Terms”).
ACCEPTANCE OF THESE TERMS
BY ENTERING, CONNECTING, ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS INCLUDING THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT: https://i-qcc.com/iqcc-privacy-policy/ (“PRIVACY POLICY”), AND SHALL BE DEEMED A PART OF THE TERMS. YOU AGREE AND ACKNOWLEDGE THAT THE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN QCC AND THE PARTY ACCEPTING AN ORDER (“CUSTOMER” OR “YOU”). YOU FURTHER AGREE THAT YOU WILL USE THE SERVICES SOLELY IN COMPLIANCE WITH THESE TERMS AND WITH ANY APPLICABLE LAW OR REGULATION. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER, OR OTHERWISE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND TO USE THE SERVICES ON BEHALF OF SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT, ACCESS, OR USE THE SERVICES IN ANY MANNER.
SERVICES; USE
Quantum-as-a-Service:
2.1 QaaS is a cloud-based managed quantum computing service enabling Customers to remotely access different quantum computers, and use such quantum computers to perform quantum computations, obtain insights, and to help speed up scientific research and development of the quantum computing industry, inter alia, by using QM’s QUA™ coding language to perform low-level algorithms and computations. QaaS may include related websites, materials, such as customer portals, education materials, and interfaces to use different quantum computers as made available by QCC from time to time.
2.2 The incipient nature of quantum technologies is well-known, acknowledged, and agreed upon. Accordingly, neither Party assumes any liability for damages towards the other Party in connection with the use of the Services, i.e., if your authorized use in the QaaS does not lead to the desired result (or any result at all), or is not fit for any intended or other purpose, you shall have no claims and/or demands towards QCC. You understand and acknowledge that the use of QaaS is at your own risk.
Testbed
2.3 As may be set forth in an applicable Order, QCC also may provide the Customer with the right to temporarily use the physical quantum computing laboratory facilities (“TestBed Services”; or “Testbed”), the TestBed equipment is located in Tel-Aviv and may be made available to Customer for access and use QCC’s dedicated, ready to use quantum environment (including fridge, control solutions, and related auxiliaries and electronics) and ready to host your quantum processing unit (“QPU”).
2.4 Access to the Testbed will be permitted only to named professionally qualified Customer Authorized User(s) (defined below), whose identity was provided in advance to QCC and who were individually approved for entry and use of the Testbed by QCC (where QCC’s approval shall not derogate in any way from Customer’s sole and exclusive responsibility and liability for its Authorized Users and their use of the Testbed). Use of the Testbed will be subject at all times to the strict adherence by the Customer and any Authorized User (or Customer’s other personnel/employee) with the Testbed Code of Conduct attached hereto Exhibit A.
2.5 Customer will be responsible for any damage, of any kind, both bodily injuries and property damage caused to the Testbed and or to you and/or your Authorized Users or third party related to or in connection with your use of the Testbed. Before any use of the Testbed, you need to check the relevant components and environment of the Testbed, and in case of any defects you must promptly inform QCC and not use the Testbed. If you use the Testbed, you acknowledge and agree that any defects will be deemed as caused by you or your Authorized Users (or your other personnel/employees using the Testbed while the Testbed is being designated to you) and you shall be fully liable towards QCC to repair and/or pay QCC the cost of such defects, at QCC discretion. In addition to any liability you have to any damage to the Testbed resulting from your use of the Testbed, or otherwise caused to the Testbed while it is being designated for your use, used by you or your designated Authorized Users, if QCC identifies or suspects the Testbed is being used by you or your employees/personnel in any manner which is negligent, improper or not in conformance with these Terms, and/or QCC’s reasonable instructions, documentation and/or the Testbed Code of Conduct, QCC shall immediately prevent any further use of the Testbed, and may terminate any valid Order, all without any refund of pre-paid fees or other recourse. QCC may (at QCC’s discretion) place and designate one or more of its personnel to supervise, manage, and/or guard the QCC Testbed Service facilities, and such QCC supervision shall not derogate from Customers sole and exclusive responsibility and liability for its Authorized Users and the use of the Testbed.
2.6 The incipient nature of quantum technologies is well-known, acknowledged, and agreed upon. Accordingly, neither Party assumes any liability for damages towards the other Party in connection with the use of the Services, i.e., if your authorized use of the TestBed does not lead to the desired result (or any result at all), or is not fit for any intended or other purpose, you shall have no claims and/or demands towards QCC. You understand and acknowledge that the use of TestBed is at your own risk.
USE OF THE SERVICES
3.1 Scope of Use; Credits. Use of the Services will be subject to a fully accepted Order by the Customer and payment of applicable fees, under which, each Customer will purchase credits to use the Services (“Credit(s)”). The Services are offered simultaneously to multiple QCC customers, as such the scope and timing of use are limited to the number of Credits purchased and paid in advance. Each Credit represents a certain period you may use the Services (different periods will apply to the QaaS and the Testbed due to the nature of use, as shall be more detailed in an applicable Order). Access and use of the Services will be permitted only if you schedule your use in advance through the QCC-designated scheduling platform (or such other scheduling means determined and made available by QCC from time to time) and you paid any applicable fees relates to such Credit(s). Once you schedule a Credit, QCC may allow you to reschedule a specific spot, and will approve the reschedule to the extent submitted seventy-two (72) hours before the expected use date, such rescheduling will be according to the then free spots, but in any case, the Customer will not be able to cancel and/or demand any refund due to any such reschedule. QCC reserves the right to set a maximum limit to the number of Credit(s) (either QaaS or the Testbed available for purchase, and the maximum number of Customer personnel/employees allowed access to and/or using the Services). You acknowledge and agree that requests for Services execution may not be executed immediately but may be placed on a queue and QCC reserves the right to deny or delay the exercise of Credits and the provision of the Services, in accordance with resource availability at any time without claims and/or demands from Customer. Credit(s) are valid for one (1) year from the purchase of such Credit(s), and if not used by you during such one (1) year period, such Credit(s) will be canceled by QCC.
3.2 Authorized Users; Login Credentials. In order to use the Services, you must register an account through the dedicated interfaces or as otherwise directed by QCC (“QCC Customer Account”) and will receive from QCC applicable access credentials for such QCC Customer Registration may be performed in such manners, that QCC may make available such as through certain credentials (e.g., name, organization identifier, email, and password, use of third parties, and the like). Use of the Services shall be restricted to Customer’s designated and qualified authorized users (“Authorized Users”), all subject to the scope and conditions permitted under any applicable Order and in accordance with these Terms. You are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by QCC) of the QCC Customer Account and for all activities that occur under the QCC Customer Account. You agree not to disclose your login credentials to any third party and are responsible for any use or misuse performed through the QCC Customer Account (including by any third party if you do choose to disclose these credentials or otherwise allow them to use your account). QCC reserves the right to temporarily suspend or permanently terminate your QCC Customer Account if QCC determines that you or anyone on your behalf is using the QCC Customer Account in a manner that violates these Terms or any law.
3.3 Availability. The Services’ availability and functionality depend on various factors, such as communication networks, software, hardware, hosting environments, QPU availability and stability, and other third-party services provided by service providers and contractors. QCC does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption or that it will be immune from unauthorized access or will otherwise be error-free. QCC may reschedule any slot you already scheduled due to the reasons mentioned above and such other reasons may affect your use of the Services.
3.4 Changes to the Services. QCC reserves the right, at its sole discretion, to modify, correct, amend, enhance, improve, or make any other changes to, or discontinue, temporarily or permanently, the Services (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the different quantum platforms available via the Services may be changed, modified, edited, or extended in terms of content and form or removed at any time without any notice to you. You agree that QCC shall not be liable to you or any third party for any modification, suspension, error, malfunction, or discontinuance of the Services (or any part thereof)
USE RIGHTS; RESTRICTIONS
4.1 License. QCC grants Customer, subject to full compliance with the terms and conditions set forth herein, a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Services only as provided by QCC, solely for Customer’s internal use and not for any further commercialization or provision of the Services to any other third party, solely in the scope set forth under an applicable Order and all strictly in accordance with these Terms.
4.2 Use Restrictions. Unless otherwise expressly provided herein, Customer agrees that Customer will not, nor will Customer allow its Authorized Users or any third party to: (a) distribute, license, rent, lease, sublicense, loan, sell provide as a service bureau, or otherwise allow any third party (other than the Authorized Users under the terms of these Terms) to access the Services; (b) modify, alter, copy, transfer, emulate or create any derivative works of the Services or of any part thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code or designs from the Services or other Services or any part, including hardware and software components, nor access or attempt to access or use systems, programs and/or files that do not belong to You or to which the access was not specifically granted access; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Services; (e) bundle, integrate, or attempt to integrate with the Services or other Services, any third-party software technology other than as expressly permitted in writing by QCC; (f) use the Services for any benchmarking or for development activities competing with the Services or other QCC services, or (g) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services, except for Customer’s internal use or as expressly permitted by QCC in writing; (h) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program, or any hardware component, which may or is intended to damage or hijack the operation of any hardware, software, data, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (i) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (j) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; or (k) use the Services or Services for military purposes, uses related to nuclear facilities or other defense and homeland security purposes, or necessary for other safety-critical applications or systems where could lead to bodily injury, loss of life or severe property damage, or any uses which may any illegal, unethical, harmful purposes.
4.3 Sanctions and Export Control. By accessing and/or using the Services, you represents and warrants that you and each of your Authorized Users are not located, incorporated, related (including subsidiaries and affiliates) to any individual and/or entity located in countries and territories that are prohibited from doing business or subject to any sanctions imposed by (i) the U.S. Export Administration Regulation (EAR) and such other restrictions and sanctions that may be imposed from time to time by the applicable authorities and regulatory bodies of the U.S. Government, including without limitation of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) ; (ii) per the European Commission and its members states; (iii) the Israeli authorities, which are currently limited to Iran (directly or indirectly), Syria, Lebanon, and Iraq, (iv) one of the following territories: Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the non-government controlled Kherson and Zaporizhzhia regions of Ukraine, Russia, China, Afghanistan, Armenia, Azerbaijan, Belarus, Myanmar (Burma), Cambodia, Central African Republic, Democratic Republic of the Congo, Cuba, Eritrea, Georgia, Haiti, Kazakhstan, Kyrgyzstan, Laos, Libya, Macau, Moldova, Mongolia, Somalia, South Sudan, Sudan, Tajikistan, Turkmenistan, Uzbekistan, Venezuela, Vietnam, Yemen, and Zimbabwe. In case you are somehow related and/or located in the foregoing territories you must immediately stop using the Services and inform QM.
4.4 Suspension. If QCC has reasonable grounds to believe that Customer, Authorized User, or any third party, is using the Services in violation of the use restrictions or other terms and conditions of these Terms, QCC may suspend or terminate the Services immediately upon notice to Customer, in addition to all other rights and remedies available to QCC in law and equity in connection with such misuse. For the avoidance of doubt, any act or omission by a Customer’s contractor, agent, representative, or service provider that would have constituted a breach of any term or condition of these Terms were it conducted by the Customer, shall be deemed a breach of these Terms by Customer.
4.5 Feedback. Customer may provide QCC with feedback regarding the use, operation, performance, and functionality of the Services or any part thereof, including identifying potential errors and improvements (“Feedback”). Customer hereby grants QCC a perpetual, irrevocable, worldwide, unlimited, sublicensable, fully paid-up, and royalty-free right to use the Feedback in any manner.
4.6 Customer Data. As part of the engagement contemplated hereunder, you will receive results and other outcomes resulting directly from your use of the Services but specifically excludes the Services and any part thereof (“Customer Data”). All such Customer Data shall be owned by You and shall be regarded as Customer’s Confidential Information. Customer hereby grants QCC a non-exclusive, non-transferable limited right to use such Customer Data during the effective term specified under an applicable Order, solely for the purpose of providing the Services. Additionally, Customer hereby grants QCC a perpetual right to use any Customer Data on an aggregated, statistical, or anonymized basis for purposes of developing and enhancing the Services and/or such other QCC Products and/or other uses by QCC, all provided that such use shall not identify Customer nor any individual.
4.7 Usability Data. The Services may store certain data and analytics information in connection with the Services respective operation and use, including without limitation routines, performance, capacity usage, configuration data, security, hardware faults, and/or technical, statistical, and aggregated data resulting from the provision of the Services (“Usability Data”). It is acknowledged and agreed that the Usability Data is and shall be owned exclusively by QCC upon inception, and to the extent Customer has any rights in and to the Usability Data, Customer hereby assigns to QCC any and all rights in and to such Usability Data, and if no assignment is possible under applicable law, then Customer hereby grants QCC an exclusive (even as to Customer itself), perpetual, irrevocable, worldwide, unlimited, sublicensable, fully paid-up, and royalty-free right to use such Usability Data in any manner.
PERSONAL INFORMATION.
5.1 Privacy Policy; Consent. We respect the privacy of our Customers and are committed to protecting the information you share with us in connection with our Services. Our policy and practices and the type of information collected are described in our Privacy Policy. If you intend to connect to, access, or use the Services you must first read and agree to the Privacy Policy. By using the Services, you hereby consent to QCC to process your personal information for the purpose of providing you with the Services and such other purposes detailed in the Privacy Policy.
5.2 Customer Personal Data. The parties hereby acknowledge and agree that to the extent any personally identifiable information or personal data (as such term is defined under any applicable law) is provided by You to QCC in connection with the use of the Services, mainly under the QCC Customer Account (“Customer Personal Data”), then (i) to the extent relevant under any applicable law, the parties agree that with respect to any such Customer Personal Data, Customer shall act as the ’controller’ (or ‘Business’ as it relates to the California Consumer Privacy Act of 2018 (CCPA)) and QCC as the ‘processor’ (or ‘Service Provider’ as it relates to CCPA) of such Customer Personal Data, (ii) each party shall comply with its respective obligations under any data protection laws applicable to Customer Personal Data, and (iii) to the extent required under applicable law, the terms set forth under the data processing addendum executed between the parties and incorporated herein by reference shall govern the transfer and processing of such Customer Personal Data.
DISCLAIMERS; THIRD-PARTIES COMPONENTS
6.1 The Services is intended merely as a research and scientific infrastructure tool, and as between the Parties, all Customer Data, including without limitation any research questions, conclusions, and results are entirely under Your own control and responsibility. No results or validation provided through or as a result of the Services are guaranteed to be error-free. As between QCC and Customer, You bear all responsibility for any actions and/or decisions taken by or on behalf of Customer related to the use of the Services or any results, output, or information provided thereby.
6.2 THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND QCC MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY LEVEL OF PERFORMANCE INCLUDING THE USE OR INABILITY TO USE. QCC assumes no risk or liability whatsoever in connection with these Terms and/or with the use of the SERVICES or portion thereof, including, without limitation, any backup expenses and any damage to any equipment, software, information, or data used with the SERVICES, including without limitation any claim, loss, expense, or damage caused or alleged to be caused, directly, indirectly, incidentally, or consequentially by the SERVICES, other SERVICE or the use thereof, even if QCC is notified in advance of the possibility of such damages. FURTHER, QCC AND ITS AFFILIATES AND/OR ITS SUBSIDIARIES, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AND OTHER AFFILIATES (COLLECTIVELY, “QCC AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY customer’S USE OF THE Services.
6.3 BY ACCEPTING THESE TERMS, YOU CONFIRM AND ACKNOWLEDGE THE UTILIZATION OF THIRD-PARTY COMPONENTS IN THE SERVICES AND ACKNOWLEDGE THAT SUCH THIRD-PARTY COMPONENTS ARE BEING INSTALLED WITH YOUR CONSENT. SUCH THIRD-PARTY COMPONENTS ARE UTILIZED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY WHATSOEVER AND QCC HEREBY EXPRESSLY DISCLAIMS WITH RESPECT TO ANY SUCH THIRD-PARTY COMPONENTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
PROPRIETARY RIGHTS.
7.1 Customer agrees and acknowledges that, as between Customer and QCC, QCC is and shall remain the sole and exclusive owner of any and all Intellectual Property rights in or pertaining to the Services and the Usability Data and any part thereof, including any modifications, enhancements, improvements, updates and upgrades, and derivative works, thereof. “Intellectual Property” shall mean all inventions, ideas, concepts, analyses, (whether patented, patentable, or not), methods, methodologies, designs, processes, patents, patent applications, rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, moral rights, any information, ancillary materials, devices, results, know-how, and all rights relating to the protection of trade secrets and confidential information; design rights and industrial property rights; mask works, software, all code including source code, object code, firmware; and any other proprietary rights relating to intangible property. Other than as explicitly stated hereunder, no license, express or implied, in or to the Intellectual Property of QM, is granted to Customer under these terms.
FEES.
8.1 In consideration of the Services provided hereunder Customer shall pay QCC the Fees set forth in the Order (“Fees”). Unless explicitly agreed otherwise between the Parties, all payments shall be made up to thirty (30) days of the date of QM’s invoice and in any case before any schedule of any Credi(t) and use of the Services. The Fees are non-refundable and shall be made in US Dollars (unless otherwise provided in applicable Order) and performed by wire transfer in accordance with the details provided by QM. All Fees are exclusive of VAT (if applicable).
LIMITATION OF LIABILITY.
9.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL OR EQUITABLE BASIS FOR THE CLAIM, QM, OR ANY OF ITS AFFILIATES, WILL NOT BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION, OR ANY AND ALL OTHER INDIRECT COMMERCIAL DAMAGES OR LOSSES) ARISING IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, QCC IS FOUND TO BE LIABLE TO THE CUSTOMER FOR ANY DIRECT DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH CUSTOMER’S USE OF THE SERVICES, QM’S LIABILITY SHALL IN NO EVENT EXCEED $5,000. NO ACTION MAY BE BROUGHT BY THE CUSTOMER FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
9.2 EXCEPT FOR MONETARY OBLIGATIONS HEREUNDER, QCC SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE IN WHOLE OR PART TO ANY CAUSE BEYOND THE REASONABLE CONTROL OF SUCH PARTY OR ITS CONTRACTORS, AGENTS, OR SUPPLIERS, INCLUDING BUT NOT LIMITED TO UTILITY OR TRANSMISSION FAILURES, POWER FAILURE, STRIKES OR OTHER LABOR DISTURBANCES, ACTS OF GOD, ACTS OF WAR OR TERROR, FLOODS, SABOTAGE, FIRE, NATURAL OR OTHER DISASTERS.
CONFIDENTIALITY.
10.1 Each party, on behalf of itself and its agents, employees, and representatives (collectively, “Representatives”) shall hold and treat in strict confidence all confidential and proprietary information it learns regarding the other party’s technology, operations, and business and any other confidential and proprietary information disclosed by such other party hereunder (“Confidential Information”). Each party and its Representatives shall utilize the other party’s Confidential Information disclosed hereunder for the sole limited purpose of carrying out their respective duties in accordance with these Terms. Without prior written consent from the other party, neither party nor any of its Representatives shall disclose any of the other party’s Confidential Information in any manner whatsoever, in whole or in part, nor use any such Confidential Information other than for the aforementioned purpose, unless compelled by law (and then only to the minimum extent necessary). This paragraph shall be inoperative as to particular portions of the Confidential Information disclosed to the receiving party if such information (i) becomes generally available to the public other than as a result of a disclosure by the receiving party or its employees, (ii) was available to the receiving party on a non-confidential basis prior to its disclosure to the receiving party by the disclosing party as can be evidenced by receiving party’s dated records, (iii) becomes available to the receiving party on a non-confidential basis from a source other than disclosing party, provided such source was entitled to make the disclosure to the receiving party, or (iv) was independently developed by the receiving party or its employees without any use or reference to such Confidential Information.
Term; Termination.
11.1 These Terms shall enter into effect upon the earlier between (i) executed and/or accepted Order, or (ii) access and/or use of the Services and shall remain in effect as long as the QCC Customer Account is still active.
11.2 Upon expiration or termination of these Terms, (i) all rights and licenses granted under these Terms t Customer shall cease and expire and all Orders then in effect shall expire; (ii) each Party will purge all of the Confidential Information of the other Party and confirm in writing to the other Party is has done so. Sections 4.5, 4.7, 7, 9, 10, 11.2, and 13.4 of these Terms shall survive the expiration or termination of these Terms.
PUBLICITY.
12.1 Except if otherwise agreed between the Parties in writing, You hereby agree that QCC may publicly refer to Customer and identify Customer as QM’s customer in sales presentations, marketing materials, and press releases, and on QCC’s website.
GENERAL
13.1 Miscellaneous. Customer may not assign these Terms to any third party. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The waiver by either party of any default or breach of these Terms shall not constitute a waiver of any other or subsequent default or breach. No agency, employment, partnership, joint venture, or other joint relationship is created hereby. You agree that any breach of these Terms would cause QCC irreparable harm which monetary damages will be insufficient to remedy; accordingly QM, in addition to any other remedies available at law, shall be entitled to specific performance, injunctive relief, or other remedies it may have at law. All notices and other communications required or desired to be communicated by one party to the other shall be in writing and shall be deemed delivered immediately when sent by email or delivered by hand or five (5) days after mailing by registered mail to the respective addresses set forth at the head of the Agreement. If there are any inconsistencies or conflicts between these Terms and an Order, the inconsistent or conflicting terms of the Order shall govern.
13.2 Severability. In the event any provision or part of these Terms is held to be invalid or unenforceable by any court of competent jurisdiction, it shall be amended to the extent required to render it valid, legal, and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof.
13.3 Entire Terms. These Terms supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof between Customer and QM. These Terms may not be modified or amended except in writing signed by a duly authorized representative of each party.
13.4 Governing Law; Jurisdiction. The Parties expressly agree that these Terms will be governed by the laws of the State of Israel without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in
Exhibit A - Testbed Service Code of Conduct
Entering the Testbed Service facilities, requires adherence to specific instructions, including the following ones, to ensure careful use of the Testbed Services and a safe work environment:
- QCC may (at QM’s discretion) place and designate one or more of its personnel to supervise, manage, and/or guard the QM Testbed Service facilities (“QCC Supervisor”). Customer and any person using the Services on the QCC Testbed facilities and premises must adhere to the instructions of the QCC Supervisor with respect to the use of the Testbed Service facilities and the Services.
- Customer’s Authorized Users shall connect to the Testbed only by a QPU approved by QCC in advance. Any equipment that is not QPU is not allowed to be used in the Testbed unless specifically approved by QM.
- Any QPU and other equipment used to connect to the Testbed or otherwise as part of the use of the Testbed must conform with the highest industry standards in terms of quality and safety.
- All eating or drinking in the Testbed are strictly prohibited.
- Keep the Testbed Service facilities clean at all times.
- Lighting a fire, or using personal heaters, or coolers in the Testbed is strictly prohibited.
- You must remove all or your equipment including any QPUs and any other equipment installed in the Testbed after the use. Removal of said QPU and equipment will be pre-approved by the QCC Supervisor.
- Customer bears the risk of losing any QPU or other Customer equipment while in (or in transit to and from) the Testbed.