Qatalyst End User License Agreement (EULA) and Privacy Policy
V1.4
This End User License Agreement (“Agreement”) and all of the terms and conditions herein applies to Qatalyst, Dirac or any and all other QCI branded cloud-based services (the “Services”) and/or products provided by Quantum Computing Inc., and User (“User”). QCI cloud-based services include all software modules, APIs, and other software, including qci-client and eqc-direct, which are used to access QCi’s cloud-based service platforms.
READ THIS AGREEMENT CAREFULLY
This Agreement is a legally binding agreement between Company and the User and contains important terms and conditions relating to matters such as proprietary rights, indemnities, and liability.
By utilizing the Services, User acknowledges that User has read, understands and agrees to all of the terms, conditions, obligations and limitations of this Agreement. User agrees that this Agreement governs User’s use of the Services.
Terms and Conditions
1. Term. The term of this Agreement shall commence when the Company provides access to the Services and/or products. This Agreement shall be valid from one (1) one year therefrom and shall automatically renew until the Agreement is expressly terminated in writing by the User and/or Company.
2. Company’s Obligations. Company shall provide User with access to the Services, and upon registration and payment, as applicable, the Company shall provide the User with credentials used to access these cloud-based services.
3. Basic Information Provided By User. In order to provide Services to User, Company may collect from User and store basic information including, without limitation, User’s name, address, telephone number(s), email address(es), and information regarding the User or other products, equipment and/or systems present in User premises (collectively, “Basic Information”). Company shall have the right to use Basic Information for any purpose related to Company’s internal business activities, and to share Basic Information with Company’s authorized third-party dealers who may use such information for any internal purpose related to their respective business activities.
4. Additional Information Provided By User for Paid Services. Company may obtain User’s credit card information.
5. Additional Information Company May Collect. Company may collect information from User including without limitation (a) device-specific information regarding User’s smartphone, tablet, computer or other device(s) which are used to interact with a Company product or service, (b) information about which Company product(s) or service(s) User interacts with, and User’s navigation among such product(s) or services, (c) the location of User’s device(s), (d) system configuration and information about the individual components of User’s system, and (e) questions or inquiries with customer service or technical support (collectively, “Services Information”).
Company shall have the right to store Services Information and to (a) share Services Information (in a form in which a user is not identified) with its authorized third party dealers, and (b) perform data analyses for the purpose of improving Company’s products or Services or developing new products or services.
6. Termination.
6.1 Company shall have the right to dissolve the Agreement if User is in breach of any of its obligations under this Agreement. Company shall provide User with Notice of default and may set a reasonable term in which the breach may be remedied. Company shall never be liable for damages due to termination.
6.2 Upon termination of this Agreement, User shall cease any and all use of the Services and/or products from the date of termination. Upon termination all outstanding User credits or balances for service, either paid or otherwise, shall be surrendered. All debts or obligations by the User shall remain in-tact and collectable due QCI within thirty (30) days.
7. Proprietary Rights. The materials displayed on or contained within the Company website (the ”Site”) including, without limitation, all site software, design, text, editorial materials, informational text, photographs, illustrations, games, artwork and other graphic materials, and names, logos, trademarks and service marks (the "Materials"), are the property of Company or its licensors and are protected by copyright, trademark and other intellectual property laws. Company’s name, design and related marks are trademarks of Company, all rights reserved.
Company hereby grants User a personal, non-exclusive, non-assignable and non-transferable license to use and display the Materials for noncommercial and personal use only, with the exception of any software in examples directories, which are intended to help users develop their own programs and so are not restricted. User agrees not to reproduce, modify, create derivative works from, display, perform, distribute, disseminate, broadcast or circulate any Materials to any third party (including, without limitation, the display and distribution of Materials via a third party website) without express prior written consent of Company. Use of Materials is only permitted with the express written permission of Company and/or its licensors.
Information provided by QCI to the customer (you) may include information marked as Confidential. Customer agrees to treat such information as confidential under the terms of any applicable non-disclosure agreement between you and QCI. If customer has not entered into a non-disclosure agreement with QCI, you agree to not disclose, distribute or make use of any information marked as confidential, except as expressly authorized in writing by QCI. QCI retains all rights in and to specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other property rights relating to QCI products and services. Any breach by the customer (you) of the confidentiality obligations provided for in these Terms will cause irreparable injury to QCI for which money damages may be inadequate to compensate QCI for losses arising from such a breach. QCI reserves the right to obtain equitable relief, including injunctive relief if customer breaches or threatens to breach these confidentially obligations.
8. Privacy.
8.1 Company collects User information in an effort to improve User’s online experience, and to communicate with User about Company’s products, services and promotions. Company does not sell or rent User’s personal information to third parties. Company may, however, share User’s information with third parties that provide services on Company’s behalf or with whom Company has partnered to offer a particular product or service.
8.2 If Company privacy policy changes, Company shall post an updated version on Company’s website. The policy revision date will be posted at the top of the page. User may exercise User’s choices about how Company collects User information from time to time.
8.3 Company may collect information — User voluntarily submits to Company, for example: (i) Identifying information such as User’s name and email address; (ii) Security information such as User’s username, password, and acceptance of policies, licenses and warranties; (iii) Contact information such as User’s company name, mailing address and phone number; (iv) Billing information such as credit card, expiration date, billing address and account history; (v) Queries to Customer Service and Technical Support; (vi) site behavior such as pages visited, downloads, or searches requested; (vii) Browser information such as browser version, IP address, and the presence of various plug-ins and tools. While Company may possess social security numbers of our employees, consultants and contractors, Company does not collect social security numbers of website users.
8.4 Company collects information from User when User voluntarily submits that information to Company, including, for example: registering on our websites, placing an order, subscribing or requesting access to Services, participating in one of our surveys, contests or promotions, attending a Company seminar, training session or trade show booth, requesting literature, or contacting Company for technical or customer support.
8.5 Company employs third party vendors, service providers and suppliers to perform various functions on our behalf. Third-party services may include, but are not limited to: customer information management; processing credit card or check card payments analyzing data; developing, hosting and maintaining our websites and databases. Company does not authorize any of these service providers to make any other use of User’s information or to contact User outside the context of these services.
8.6 Company site may contain links to other sites. Company does not control the privacy practices of those websites. Company shall not be responsible for the content and/or practices of any linked websites, and Company provides these links solely for the convenience and information.
9. Disclaimer of Warranties and Limitation of Liability.
9.1 Warranties. User waives any and all claims it may have against Company arising out of the performance or nonperformance of the Services and/or products. COMPANY IS PROVIDING, AND USER ACCEPTS, THE SERVICES AND/OR PRODUCTS “AS-IS” WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT USE, DISPLAY OR REPRODUCTION OF THE SERVICES, PRODUCTS, AND/OR OTHER MATERIALS PROVIDED HEREUNDER WILL NOT INFRINGE ON THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY.
9.2 Limitation of Liability. Company shall not be responsible for and/or liable to User and/or any third party for any loss or damage caused by the Services and/or products or by Company’s performance under this Agreement. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SERVICE OR SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT. USER AGREES THAT THESE LIMITATIONS ON WARRANTY AND LIABILITY ARE REASONABLE AND THAT COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR USER’S EXPRESS AGREEMENT AS TO THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF COMPANY LIABILITY. IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE AMOUNTS PAID BY THE USER FOR THE SERVICES.
9.3 Indemnity by User. USER AGREES TO INDEMNIFY AND HOLD HARMLESS COMPANY FROM ALL LOSSES, DAMAGES, LIABILITIES, DEBTS, DEMANDS, CLAIMS, ACTIONS, CAUSES OF ACTION, COSTS, CHARGES AND EXPENSES, INCLUDING LEGAL FEES AND ANY AMOUNT PAID TO SETTLE ANY ACTION OR TO SATISFY A JUDGMENT (COLLECTIVELY, “CLAIMS”), IN ANY WAY INCURRED BY OR MADE AGAINST COMPANY, WHICH RESULT FROM OR RELATE TO (A) ACCESS TO OR USE, BY USER OR PERMITTED BY USER, OF THE SERVICE OR USER ACCOUNT, OR (B) ANY OF USER ACTS OR OMISSIONS, INCLUDING BREACH OR NON-PERFORMANCE OF THIS AGREEMENT AND ANY VIOLATION OF THIRD PARTY RIGHTS.
All of the provisions of this agreement shall survive termination, suspension, and/or completion of contract unless they are clearly intended to apply only during the terms of this agreement.
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
10. Prohibitions. unless otherwise expressly permitted by written agreement with Company User shall not, and shall not permit any person to, directly or indirectly,:
(a) license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, or otherwise commercially exploit the Service in any way; (b) alter, modify, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Service or any part thereof; (c) disable or circumvent any access control or related process or procedure established with respect to the Service; (d) remove any copyright or other proprietary notices or labels on or in the Service or any part thereof; (e) post, upload, reproduce, distribute or otherwise transmit unauthorized or unsolicited commercial e-mail, or other “spam” or any other duplicative or unsolicited messages.
11. Dispute Resolution. In the event customer has any dispute with QCI related to services, and/or these Terms, customer shall first try in good faith to settle such dispute by providing written notice to us (QCI) describing the facts of the dispute, including any relevant documentation, and allowing thirty (30) days to respond before initiating any formal dispute resolution proceeding. Notices to QCI must be sent by mail to 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030, Attn: General Counsel. QCI will send any dispute related notice to you at the contact information provided. If for some reason the dispute is not resolved satisfactorily within thirty (30) days after receipt, any further dispute resolution will occur according to the provisions set forth in these Terms. Engaging in this informal dispute resolution process is a requirement that must be fulfilled before commencing a formal dispute resolution proceeding, such as an arbitration or small claims court proceeding.
12. Arbitration Agreement and Waiver of Certain Rights: Customer and QCI agree that we will resolve any controversies, claims, counterclaims, or other disputes (each a “Claim”) through binding and final arbitration, instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims not individually filed in a court of law prior to the date customer agreed to these terms. All parties to this agreement hereby waive any right to a jury trial. The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. All parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may be lawfully required, either by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, validity, applicability, enforceability, or formation of this agreement including, but not limited to, a claim that all or any part of this agreement is void or voidable.
You agree that any action of whatever nature relating to these terms, except as otherwise set forth herein, will be filed only in the state or federal courts located in State of New Jersey. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT WOULD HAVE BEEN AVAILABLE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
13. Changes to the Site. Changes may be made at any time to the information, names, text, images, pictures, logos trade-marks, products and Services and any other material displayed on, offered through or contained on the site without notice to User. User shall be responsible for reviewing the website to obtain notice of such amendments and the latest version of this Agreement. If any amendment is unacceptable to User, User may terminate this Agreement as set out in this Agreement. If User continues to use the Service after the effective date of each amendment, User shall be conclusively deemed to have accepted such amended version of this Agreement.
14. Severability. If any provision of these Terms is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of the agreement shall continue in full force and effect. No waiver of any provision of the Terms will be effective or enforceable unless recorded in writing and signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. Rights and obligations set forth in these Terms will survive the termination of your relationship with QCI.
15. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties relating to its subject matter. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party.
16. Notice. Notices shall be in writing and sent via overnight courier, confirmed facsimile or confirmed electronic mail to Company at the contact addresses provided below.
17. Governing Law. This agreement shall be interpreted in accordance with the laws of the State of New Jersey, without resort to its Conflict of Law rules, and in accordance with its fair meaning and not strictly against either party. The parties shall attempt to amicably resolve all disputes, and if resolution is not achieved within a reasonable amount of time, then the parties may mutually agree upon alternate dispute resolution, and/or either party may file suit in a court of competent jurisdiction in the state where QCI is permanently and predominantly based.
18. Attorney’s Fees. Should Company employ counsel or incur any costs in enforce any rights arising out of or relating to this Agreement, QCI shall be entitled to recover such reasonable costs and legal fees related to such enforcement.
19. Acknowledgment. User hereby accepts the terms of this Agreement and acknowledges the terms herein. By utilizing the Services, User acknowledges that User has read, understands and agrees to all of the terms, conditions, obligations and limitations of this Agreement.