IF YOU OR YOUR ORGANIZATION HAS SIGNED A SUBSCRIPTION AGREEMENT FOR THE TRAPPED-ION QUANTUM SYSTEM WITH QUANTINUUM, THE CONTROLLING DOCUMENT SHALL BE THE SUBSCRIPTION AGREEMENT IN THE EVENT OF A CONFLICT BETWEEN THE SUBSCRIPTION AGREEMENT AND THESE TERMS AND CONDITIONS (“T&Cs”).
Quantinuum offers access to and usage of a trapped-ion quantum computer hardware, software, and/or test protocols designed to run quantum algorithms including any related documents, materials, and technical data and is accessible through the cloud and via online portals or interfaces such as APIs (individually or collectively, as the context may require, “Quantum System”).
These T&Cs, and the Subscription Agreement in the event you or a company you work for executed a Subscription Agreement, contain the terms and conditions that govern your access to and use of the Quantum System and is an agreement between Quantinuum (also referred to as “we”, “us”, or “our”) and you or the entity you represent (“you” or “your” or “Customer”). By accessing the Quantum System, you agree to these T&Cs.
Certain capitalized words and phrases in these T&Cs have special meanings as ascribed thereto as set out herein.
“Affiliate” means any entity that controls, is controlled by, or is under common control with, another entity. An entity “controls” another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or has managing authority or otherwise directs the affairs or management of such entity. With respect to Quantinuum, the definition of Affiliate shall exclude Honeywell International Inc.
“Authorized Users(s)” means you, and any of your employees, or any third party/person accessing the Quantum System using your login credentials and/or acting on your behalf who is expressly authorized by virtue of such individual’s relationship to or permissions by you to access the Quantum System pursuant your rights under these T&Cs, who are not listed on any country’s sanctions list(s).
“Covered Liabilities” means costs, damages, awards, fees (excluding attorney’s fees), penalties, expenses and other amounts incurred by, awarded against, or owed to a third party by the Indemnitees as the result of Covered Proceedings giving rise to indemnified claims.
“Covered Proceedings” means demands, suits, claims, actions, proceedings, or investigations that result in, or occur because of indemnified claims.
“Indemnitees” means each respective party and its parent, Affiliate, and subsidiary entities, and each of its and their officers, directors, employees, members, managers, shareholders, and representatives. In the case of Quantinuum, Indemnitees further include our third-party licensors.
“Intellectual Property” means all ideas, inventions, technological innovations, discoveries, designs, methods, processes, formulas, know-how, patents, trade secrets, trademarks, service marks, copyrights, computer programs, computer software, scientific and mathematical models, algorithms, quantum circuits, business methods, writings, illustrations, photographs, improvements, and enhancements.
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable person is the person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to persons physical, psychological, mental, economic, cultural, or social identity.
“Quantinuum”, “we”, “us” and “our” means Quantinuum LLC or, if you or your organization has signed a Subscription Agreement for the Quantum System, then the Quantinuum Group legal identity identified in the Subscription Agreement.
“Quantinuum Group” means Quantinuum (a Cayman Islands limited exempted company) (“Quantinuum Cayman”) having a place of business at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, and any of Quantinuum Cayman’s direct and indirect subsidiaries from time to time.
“Sensitive Personal Information” means an individual’s financial information, sexual preferences, medical, or health information that is protected by any health data protection laws, including biometric data (for the purpose of uniquely identifying an individual), and personal information of children protected under any child data protection laws (such as personal information defined under the U.S. Children’s Online Privacy Act (“COPPA”)) and any additional types of information included within this term or similar term (such as “sensitive personal data” or “special categories of personal data”) as may be used in applicable data protection or privacy laws.
“Subscription Agreement” means either a separate contract executed by you and us that applies to the provision of the Quantum System, or an order form executed by you and us that incorporates the version of the Quantum System Terms of Service identified in the order form and published by us on the Quantinuum Site https://quantinuum.com, unless otherwise amended in the order form.
“User” means you, your employees or service providers or any third party/person accessing the Quantum System using your login credentials and/or acting on your behalf.
“Website Terms of Use” means the terms of use for Quantinuum websites https://quantinuum.com/terms-conditions, which may be updated from time to time.
“You”, “your” and their variants mean collectively, the Customer executing or otherwise assenting to these T&Cs, as well as any individual accessing the Quantum System using your login credentials and/or acting on your behalf, including your administrators and/or your Authorized Users.
1.1. Quantum System Credits (“HQCs”) are a representation of the size of a quantum computational job run on the system and are neither units of time nor money. Quantum System Credits. Access to the Quantum System is metered through the use of HQCs. HQCs cannot be sublicensed, sold, resold or delivered as such by you.
The following formula is representative of the actual formula for HQC calculation:
HQC = 5 + \frac{{(N}_{1q} + 10N_{2q} + {5N}_{m})}{5000}C, where:
N_{1q} is the number of one-qubit operations in a circuit,
N_{2q} is the number of two-qubit operations in a circuit,
N_{m} is the number of measurements in a circuit including any intermediate and final measurements, and
C is the shot count.
2.1 Authorized Users.
In operating your account, you and your Authorized Users may be required to visit an internet portal or site, through which you will access the Quantum System and set up accounts. In operating your account, you: (a) must implement and maintain policies and procedures reasonably designed to maintain the confidentiality of usernames, passwords, or other credentials; (b) must ensure Authorized Users do not knowingly allow unauthorized users to use your credentials or access your account; (c) must promptly notify us of any known unauthorized use or breach of security related to your account; and (d) must maintain and promptly update Authorized User information if it changes. We have no responsibility with respect to any actions or inactions of your Authorized Users, and you will be responsible for access by any party you authorize. We may use rights management features (e.g., lockout) to prevent unauthorized use; if we use such rights management features, we will promptly notify you and include a reasonable description of the rationale for such action. You may not sublicense, transfer or resell your right to use or make copies of the Quantum System.
2.2 License
Subject to payment of agreed fees and strict compliance with the terms of these T&Cs, we shall provide you a revocable, non-exclusive, non-assignable, non-transferable license to: (a) use API access credentials or other login credentials we provide solely to operate the Quantum System and (b) use Quantum System documentation as reasonably required in connection with its use.
2.3 Compliance
By accessing the Quantum System, you represent and warrant you will comply with all applicable terms of these T&Cs when accessing and using the Quantum System. You shall not use the Quantum System for purposes of, or in connection with at least the following: (a) reverse engineering; (b) making machine code human readable or creating derivative works or improvements; (c) interfering with the Quantum System’s security or operation (including probing, scanning or testing the vulnerability of any security measures or misrepresenting transmission sources); (d) creating, benchmarking or gathering intelligence for a competitive offering or competitive commercial purposes; (e) introducing, transmitting, or storing malicious code, Trojan horse, self-replicating, or other computer instructions that may, without Quantinuum’s knowledge or consent: (i) alter, destroy, inhibit, or discontinue the Quantum System; (ii) erase, destroy, corrupt, hold hostage, or modify any data, programs, materials, machine protocols, or information used or accessed by Quantinuum; or (iii) bypass or disable any internal security measure to obtain access to any Quantinuum resource(s); (f) introducing, transmitting, or storing any code that may be used, in whole or in part, for compromising any encryption; (g) infringing another’s IPR including but not limited to failing to obtain permission to upload/transfer/display works of authorship; and/or (h) any use that would reasonably be expected to cause liability or harm to us or our customers or breach these T&Cs. FURTHER, BY ACCESSING THE QUANTUM SYSTEM, YOU REPRESENT AND WARRANT YOU WILL COMPLY WITH ALL APPLICABLE LAWS INCLUDING DATA PRIVACY OR LOCALIZATION, ANTI-BRIBERY, TRADE SANCTIONS AND EXPORT CONTROL LAWS AND REGULATIONS OF THE UNITED KINGDOM, UNITED STATES AND OTHER APPLICABLE JURISDICTIONS IN PROVIDING AND USING THE SERVICES AND YOUR RIGHTS TO USE THE QUANTUM SYSTEM ARE SUBJECT TO SUCH COMPLIANCE. WITHOUT LIMITING THE FOREGOING, YOU REPRESENT THAT YOU: (I) ARE NOT NAMED ON OR MAJORITY OWNED OR CONTROLLED BY ANY ENTITY ON ANY U.S. GOVERNMENT LIST OF PERSONS (INCLUDING, BUT NOT LIMITED TO, THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS LIST (“SDN LIST”) OR ENTITIES PROHIBITED FROM RECEIVING EXPORTS, (II) ARE NOT ACCESSING THE QUANTUM SYSTEM FROM ANY RESTRICTED COUNTRY (INCLUDING, AS OF THE TIME OF THIS WRITING, RUSSIA CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OF UKRAINE, AND THE SO-CALLED LUHANSK PEOPLE’S REPUBLIC AND DONETSK PEOPLE’S REPUBLIC), AND (III) SHALL NOT PERMIT AUTHORIZED USERS TO ACCESS OR USE SERVICES IN VIOLATION OF ANY UNITED KINGDOM OR UNITED STATES (OR OTHER APPLICABLE JURISDICTIONS) TRADE SANCTIONS OR EXPORT EMBARGO, PROHIBITION OR RESTRICTION AS SPECIFIED PURSUANT TO ANY APPLICABLE UNITED KINGDOM OR UNITED STATES LAWS AND REGULATIONS INCLUDING WITHOUT LIMITATION ECONOMIC AND TRADE SANCTIONS LAWS, EMBARGOES, AND EXPORT CONTROL LAWS AND REGULATIONS. For purposes of FARs, DFARs and access by governmental authorities, the Quantum System and the Input Data are “commercial computer software”, “commercial computer software documentation” and “restricted data” provided to you under “Limited Rights” and “Restricted Rights” and only as commercial end items. You agree not to use the Quantum System to store or transfer any data that would be controlled for export under Export Control Laws. "Export Control Laws" means all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Quantinuum will comply with all laws and regulations applicable to the provision of access and services described under these T&Cs including data privacy, anti-bribery, and United Kingdom and United States trade sanctions and export laws, including all Export Control Laws (i.e., export to embargoed, prohibited, restricted countries or access by prohibited, denied, and specifically designated persons). Any failure to comply with this provision will be deemed a material breach of the T&Cs. You are required to notify Quantinuum immediately if you violate or reasonably believe you will violate, any terms of this provision. With respect to your access to the Quantum System, Quantinuum may take any and all actions required to ensure full compliance with all trade sanctions laws without Quantinuum incurring any liability.
2.4 Metric Data
Quantinuum reserves the right to collect metrics, including user number, data volume, or other means to measure usage or fees (“Metric Data”) and to use any such Metric Data in the course of its business.
We do not guarantee that we can or will fix any defect or malfunction or guarantee any level of support or maintenance availability. We will use commercially reasonable efforts to schedule downtime and routine and emergency maintenance whenever practicable to complete repair and maintenance and minimize system down time whenever possible. We are not responsible or liable for any problems, unavailability, delay or security incidents arising from or related to: (a) conditions or events reasonably outside of our control; (b) cyberattack; (c) unavailability of the public internet and communications networks; (d) data, software (including upgrades, updates, patches, middleware, and firmware, etc.), hardware, telecommunications, infrastructure or networking equipment not provided by us; (e) your negligence or failure to use the latest version or follow published documentation; (f) modifications or alterations not made by us; (g) loss or corruption of data; or (h) unauthorized access via your credentials.
You are solely responsible for procuring and maintaining your network connections and telecommunication links from your systems to Quantinuum’s or third-party data centers. Quantinuum disclaims all liability and responsibility in respect of any problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
Technical Support. If you encounter an issue while your job is running in the general queue, you may submit your issue request online to: QCsupport@quantinuum.com.
Subject to the rights granted to Quantinuum under these T&Cs, you or your licensors, as applicable, retain all rights (including Intellectual Property rights) that you or your licensors already hold in data, instructions, and other information that you or persons acting on your behalf input, upload, transfer, transmit, or make available or accessible in relation to, or which is collected from you, your Authorized Users or third parties by, the Quantum System including any algorithm(s) which you input into the Quantum System either in their original form or any modified form, for use in transferring, composing, and processing provided data (“Input Data”).
Quantinuum commits to retain submitted Input Data, Output Data and job execution metering information on behalf of Customer, including execution results, for up to forty (40) days. Thereafter all job information may be deleted and no longer accessible.
As a result of your use of the Quantum System, you will receive data derived or produced from, or calculated based on, the Input Data (“Output Data”). Subject to the rights granted to Quantinuum under these T&Cs, you or your licensors, as applicable, will retain all rights (including Intellectual Property rights) in such Output Data. You acknowledge and agree that Quantinuum may retain Input Data and Output Data as part of its service in providing the Quantum System.
You acknowledge that by using the Quantum System you may transfer Input Data to a third-party cloud provider (and/or transfer Output Data back from a third-party cloud provider) for the use of such third party’s cloud service and that you do so entirely at your own risk. Quantinuum makes no representation or warranty of any kind in respect of any third-party’s cloud service and shall have no liability whatsoever for Input Data or Output Data while it is being transmitted to or from the third party’s cloud. You are solely responsible for any damage or losses caused by unauthorized destruction, deletion, corruption, loss, interception, access to or alteration of Input Data or Output Data by unauthorized persons. You are responsible for taking appropriate action to back-up your data and software in order to provide appropriate security and protection. Quantinuum will not be liable for any loss, corruption, or damage to data or software.
Quantinuum and its Affiliates have the right to retain, store, transfer, disclose, duplicate, analyze, modify, and otherwise use Input Data and/or Output Data (including any Intellectual Property rights in such data) to provide, protect, improve, or develop our products or services, provided that (i) such Input Data and/or Output Data is aggregated with similar data from other customers of Quantinuum or is otherwise used in an anonymized form that does not identify you, (ii) Quantinuum shall not use such Input Data and/or Output Data to train generative artificial intelligence models (unless there are technical safeguards in place that would prevent the relevant Input Data and/or training data being replicated in an output of that generative artificial intelligence model), and (iii) Quantinuum shall not be entitled to (a) sell or license the Input Data and/or Output Data to third parties, (b) license any patents or other Intellectual Property rights in or under any algorithm in the Input Data to any third party, or (c) otherwise use any Input Data and/or Output Data except as expressly permitted in these T&Cs. You must not include any Personal Data in the Input Data of otherwise upload Personal Data on to the Quantum System. Other than Input Data and Output Data itself, all information, analysis, inventions, and algorithms derived from Input Data and Output Data by Quantinuum or its Affiliates and any IPR obtained therefrom shall be owned exclusively and solely by us and is our Confidential Information, and you have sole responsibility for obtaining, and you hereby confirm that you have obtained, all consents and permissions (including providing notices to Users or third parties), and satisfying all requirements necessary to permit our use of Input Data and Output Data. You waive any IPR in suggestions or feedback you provide regarding the Quantum System. You shall not remove, modify, or obscure any proprietary rights notices on the Quantum System.
You will ensure that your and your Authorized Users’ use of Input Data and Output Data and the Quantum System, does not violate any of the Website Terms of Use or any applicable law or regulation. For the avoidance of doubt, as between you and us, you are solely responsible for compliance with any applicable law and regulation related to the manner in which you and your Authorized Users use the Quantum System, including without limitation the storage, transfer and processing of Input Data and Output Data, and the location(s) where such processing occurs.
You acknowledge and agree that Quantinuum may process and store (in any jurisdiction where Quantinuum or its Affiliates stores data) certain data relating to individuals engaged by you (“Staff”) in the performance of our obligations under these T&Cs and it is your responsibility to obtain their permission for the processing of their Personal Data. Quantinuum will take appropriate technical and organizational measures to protect such Personal Data against any security breaches and shall securely delete it once Personal Data is no longer required for the purposes for which it is processed. Where appropriate and in accordance with the applicable data protection legislation, you shall inform your own Staff that they may exercise their rights in respect of their Personal Data by sending a written request with proof of identity to Quantinuum. See Quantinuum’s Online Privacy Statement for more details, available at https://www.quantinuum.com/privacy-statement. You agree not to transmit, disclose, or make available Sensitive Personal Information to us or any third-party provider.
All right, title and interest, including all intellectual property rights (including copyrights, trademarks, and patents), proprietary rights (including trade secrets and know-how), and moral rights (including rights of authorship and modification) throughout the world (collectively, “IPR”) in and to the Quantum System and all derivative works, modifications, and improvements, are retained by Quantinuum or its licensors and are our confidential information. We shall own all IPR that: (a) is developed by us or our Affiliates by processing or analysis of Input Data and/or Output Data (excluding Input Data and Output Data itself but including derived data that is sufficiently different from Input Data and Output Data so that the Input Data or Output Data cannot be identified from analysis or further processing of such derived data); or (b) is generated through support, monitoring, or other observation of your use of the Quantum System; or (c) are derivative works, modifications, enhancements or improvements of (a) or (b). The operation and performance of the Quantum System is our confidential information. If you provide any suggestions, comments, or feedback regarding the Quantum System, you hereby assign to us all right, title and interest in and to the same without restriction. You shall not remove, modify, or obscure any IPR notices on the Quantum System or related documentation.
All information one party receives from the other party in performance of these T&Cs that is generally not known (“Confidential Information”) shall be held in strictest confidence and shall not, without the written consent of the disclosing party, be disclosed except to the receiving party’s Affiliates, employees and service providers who are bound to substantially similar obligations of confidentiality and have a need to know. The receiving party may only use the disclosing party’s Confidential Information to the extent necessary to perform its obligations or receive the benefit of the rights granted under these T&Cs. Each party will be responsible for any breaches of the confidentiality obligations by its Affiliates, employees or service providers or Authorized Users. This obligation of confidentiality shall survive termination or expiry of these T&Cs by 10 years. Except as agreed in writing, information will not be Confidential Information unless (a) marked “CONFIDENTIAL” or “PROPRIETARY” or similar marking at the time of disclosure; (b) disclosed orally or visually but identified as confidential at the time of disclosure and designated as confidential in writing within thirty (30) days of disclosure summarizing the Confidential Information sufficiently for identification; or (c) it should reasonably be understood to be confidential given the nature of the information as sensitive and non-public information. Confidential Information excludes information that: (a) was already known to recipient without restriction; (b) is publicly available through no fault of recipient; (c) is rightfully received by recipient from a third party without a duty of confidentiality; or (d) is independently developed. A party may disclose Confidential Information when compelled to do so by law if it provides prior notice to the other party and reasonable opportunity to contest or limit disclosure unless a court orders that the other party not be given notice. These T&Cs and the internal operation, workings and processes and performance of the Quantum System (including results of any evaluation or trial thereof and any other data we derive from your access or use of the Quantum System) is our Confidential Information. Input Data and Output Data is your or your licensors’, as applicable, Confidential Information provided: (i) nothing in this clause 7 shall restrict or limit Quantinuum exercising the rights granted to it under clause 4; and that data independently derived therefrom by us if in an anonymized form that does not identify you or any individual shall be our Confidential Information. We may disclose Confidential Information received from you to our legal counsel, accountants or professional advisors to comply with regulatory or audit obligations, or to the extent necessary for them to advise upon the interpretation or enforcement of these T&Cs, or to any potential investor conducting due diligence on us or our Affiliates, provided that such potential investor is bound by confidentiality obligations with respect to the Confidential Information no less stringent than those contained herein.
We may use open-source software (“OSS”) and to the extent required by the licenses covering OSS, the terms of such licenses will apply to OSS in lieu of these T&Cs. To the extent the licenses applicable to OSS: (a) prohibit any restriction with respect to such OSS, such restriction will not apply to such OSS and (b) require us to make an offer to provide source code or related information in connection with the OSS, such offer is hereby made.
You acknowledge and agree that Quantinuum shall have no liability to you from any claims resulting from your use of OSS. Quantinuum may treat your breach of any OSS as a breach of these T&Cs.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE T&Cs, THE QUANTUM SYSTEM AND SUPPORT ARE PROVIDED “AS IS” WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, ON BEHALF OF OURSELVES, OUR AFFILIATES, AND LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND SATISFACTORY QUALITY. WE DO NOT WARRANT THAT THE QUANTUM SYSTEM WILL MEET YOUR REQUIREMENTS, OR THAT THE QUANTUM SYSTEM OR THE SUPPORT WILL OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE OR THAT DATA (INCLUDING INPUT DATA AND OUTPUT DATA) WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. RESULTS ARE NOT GUARANTEED AND WE MAKE NO REPRESENTATION ON THE AVAILABILITY OF THE QUANTUM SYSTEM AND ANY ASSOCIATED SERVICE.
IN NO EVENT WILL WE BE LIABLE FOR LOST PROFITS, REVENUES, LOSS OR CORRUPTION OF DATA, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR NONPERFORMORMANCE UNDER THESE T&Cs AND OUR CUMULATIVE AGGREGATE LIABILITY TO YOU, WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO TOTAL AMOUNTS PAID UNDER THESE T&Cs DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE ASSERTION OF ANY CLAIM. OUR LIABILITY FOR ALL CLAIMS (NOT EACH CLAIM) UNDER ANY EVALUATION, BETA OR TRIAL RIGHTS IS LIMITED TO U.S. $1,000. The following “Uncapped Events” are not subject to any cap or exclusions to direct damages: (a) claims for injury or death resulting from negligence; (b) claims resulting from gross negligence, fraudulent or willful misconduct; (c) breach of confidentiality obligations (except in relation to Input Data, Output Data and Personal Data for which any cap and exclusions continue to apply); (d) your breach of your indemnity obligations; (e) infringement, misappropriation or violation by you, your Affiliates or Users, of our or our Affiliate’s IPR and (f) any other claim that may not be limited or excluded by mandatory law. All claims and causes of action must be brought within the earlier of six months of being discovered or one year after expiry or termination of these T&Cs. Nothing precludes a party from seeking declaratory, injunctive, or other equitable relief from a court of competent jurisdiction. THE LIMITATIONS AND EXCLUSIONS APPLY TO ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR IN RELATION TO OR THE T&Cs.
You will, at your cost and expense, defend our Indemnitees against all Covered Proceedings, and hold them harmless from and pay or reimburse all Covered Liabilities, arising out of or in connection with any claims by third parties related to: (a) possession, processing or use of Input Data, Output Data or Personal Data in relation to these T&Cs, (b) your or your Authorized Users’ infringement, misappropriation or violation of our or a third party’s IPR (except if caused by or pursuant to your authorized use of the Quantum System), or (c) your use of the Quantum System in breach of any terms of these T&Cs. The Indemnitees shall notify the indemnifying party in writing of a claim or other event requiring defense or indemnification promptly upon becoming aware thereof. The indemnifying party shall have the reasonable right to control the defense and/or settlement of each claim and the Indemnitees shall provide reasonable assistance.
No party shall use the other party’s logo or trademarks without the other party’s prior written approval, which may also be granted by you by clicking on an “Accept” button confirming your specific consent if requested when accessing the Quantum System or the terms of these T&Cs. You shall not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Quantum System or Quantinuum’s or its Affiliates’ respective officers, directors, employees, advisors, business or reputation. Notwithstanding the foregoing, nothing herein shall preclude you from making truthful statements that are required by applicable law, regulation, or legal process.
11.1 Assignment
We may assign or transfer the rights and/or obligations under these T&Cs on written notice. You may not assign or transfer these T&Cs without our prior written consent. These T&Cs will be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and any successors and assigns.
11.2 Force Majeure Event.
We shall not be in default, if failure to perform any obligation hereunder is caused solely by events or conditions beyond our reasonable control, including acts of God; fire; explosion; flood; acts of civil commotion; strikes; war; (whether an actual declaration thereof is made or not); pandemics; sabotage; insurrection; action of a public enemy; failure or delays in transportation; laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof); judicial action; wide-spread fuel, raw materials, machinery or technical failures beyond OUR commercially reasonable control; or governmental demands or requirements (each instance a “Force Majeure Event”) in each case, so long as such failure to perform could not have been prevented by reasonable precautions.
11.3 Governing Law.
These T&Cs and any dispute, controversy, difference, or claim arising out of or relating to it (“Dispute”) will be governed in accordance with the laws of the State of New York without regard to conflicts of law principles. Application of the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor law to either is specifically excluded. The Federal or State Courts having jurisdiction over Broomfield, Colorado, USA have exclusive jurisdiction to adjudicate any dispute arising out of or related to these T&Cs. Until any award is entered into judgment and made final, we may apply for injunctive relief and/or seek from any court having jurisdiction, interim or provisional relief if necessary, to protect the rights or property.
11.4 Reservation of Rights.
In the event of any breach under these T&Cs, all of Quantinuum’s and its Affiliates’ rights are reserved. Quantinuum Ltd and Quantinuum LLC shall be beneficiary parties under these T&Cs holding rights of enforcement.
11.5 Severability; No Waiver
If any provision (or any part thereof) of these T&Cs is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended will be severed from these T&Cs; and all remaining provisions of these T&Cs will remain unimpaired. A waiver of any provision of these T&Cs must be signed by the waiving party; and one waiver will not imply any future waiver. Failure or delay by either party to enforce any provision of these T&Cs shall not be deemed a waiver of future enforcement of that or any other provision.
11.6 Changes to the Quantum System.
We may update the Quantum System as we determine necessary to keep up to date with technology developments relevant to the Quantum System and security practices or to add new features. Any descriptions of future product direction or intended updates (including new or improved features or functions) other than the features and functions deployed as of date of these T&Cs are intended for information purposes only and are not binding commitments on us to deliver any material, code, or functionality. The development, release, and timing of any such updates is at our sole discretion unless agreed otherwise in writing.
11.7 Termination.
Notwithstanding anything to the contrary contained in these T&Cs, at any time for any reason at our sole discretion, including for any violation of these T&Cs, we may suspend or terminate these T&Cs or any services, in whole or in part, without liability or obligation, for unused Quantum System usage.
Following the termination or expiration of these T&C’s, the parties shall remain obligated under all provisions of these T&C’s, which by their terms continue after the termination of these T&C’s or are incidental to the performance of the obligations under such provisions, including, without limitation, Definitions, Sections 2, 4, 6, 7, 8, 9, 10, and 11.
11.8 Marketing Communications.
We may send marketing and promotional emails to you, and other Authorised Users. We will provide an option for any Authorised Users to “opt out” of receiving such emails, should they wish. For the avoidance of doubt, we will not send marketing and promotional emails to anyone who has not signed up as an Authorised User to use the Quantum System. Even when Authorised Users opt out of marketing messaging, they will still receive messages relating to the running of the service, such as service change notifications.
11.9 Hosting
You acknowledge that the Quantum System is hosted using services provided by Amazon Web Services Inc. (or one of its Affiliates) (“Amazon”) (such services being the “Hosting Services”), which shall be governed by and are to be provided by Amazon in accordance with the publicly applicable terms specified by Amazon from time to time as applying between it and Quantinuum (collectively the "AWS Terms"), including https://aws.amazon.com/service-terms/. You acknowledge that the Nexus Platform shall not be provided to a standard or service level higher than that indicated by the AWS Terms.
You agree that (except in relation to any liability which cannot be limited or excluded as a matter of law):
(a) we shall not be liable to you (including under any legal theory, including in negligence) in connection with the Hosting Services (or any failure of the Hosting Services) save to the extent such liability arises from a breach of these T&Cs that is also a breach by Amazon of the applicable AWS Terms; and
(b) without prejudice to the additional limitations and exclusions of our liability in clause 9 of the T&Cs, our liability to you (howsoever arising, including in negligence) in connection with the Hosting Services (or any failure of the Hosting Services) shall not exceed the amounts we are able to recover from Amazon under the AWS Terms in respect of your loss in such circumstances.
You must familiarise yourself and comply (and ensure your Authorized Users comply) with the AWS Terms as amended from time to time. We may treat any act or omission by you, or any Authorized User which places us in breach of any part of the AWS Term(s) as a material breach of these T&Cs incapable of remedy (and for which we shall be entitled to claim as direct losses any liabilities (including those incurred to other customers under separate arrangements) resulting from a termination or suspension of services by Amazon as a result of such act or omission).
Without prejudice to the foregoing, you acknowledge that we or Amazon may from time to time carry out routine and emergency maintenance of the any equipment used to provide the Hosting Services. You may be unable to access the Quantum System during any period in which routine or emergency maintenance is being carried out.