ACADEMIC USER TERMS

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE ACADEMIC USER TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE PLATFORM.

By selecting the box “I agree”, or otherwise accessing and using the Platform (as defined below) you acknowledge that you, on your own behalf (collectively “you”, “your” or “Academic User”), have read and understood and agree to comply with the terms and conditions below (the “Academic User Terms”), and are entering into a binding legal agreement with Classiq Technologies Ltd. (“Classiq”, “us”, “we” or “our”). You represent, warrant and covenant that you are at least 18 years old and are a current student, professor or other academic user of an academic institution. If you do not agree to comply with and be bound by these Academic User Terms or are not a current student, professor or other academic user belonging to an academic institution, please do not accept these Academic User Terms or access or use the Platform. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

1. Subscription to the Platform. Subject to these Academic User Terms and the payment of the required Fees (defined below), during the Term (defined below), Classiq hereby grants Academic User a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to access and use Classiq's quantum algorithm design software (“Platform”) on a software-as-a-service (SaaS) basis made available to Academic User through a web portal on our website https://www.platform.classiq.io/ (“Site”), solely for Academic User's academia purposes and research with the particular academic institution and for no other purpose. You represent, warrant and covenant that you will not use or otherwise exploit the Platform (or permit any third party to use or exploit the Platform) for any commercial purposes or for any purpose other than academic purposes. Unless otherwise provided herein, the term “Platform” also includes any manual or documentation (“Documentation”) provided or made available to Academic User in connection with the operation of the Platform. Academic User shall use the Platform solely in accordance with the Documentation and applicable laws and regulations. Academic User shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Platform and for ensuring compatibility with the Platform.
2. License Restrictions. Academic User must not, and shall not allow any third party to: (i) copy, translate, modify, create derivative works of, make available or distribute, publicly perform, or display any part of the Platform (including, without limitation, any built in features and/or its code), or use or access the Platform to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share Academic User's rights under these Academic User Terms with any third party (including but not limited to offering the Platform as part of a time-sharing, outsourcing or service bureau environment) or use or otherwise exploit the Platform for commercial use; (iii) use any “open source” or “copyleft software” in a manner that would require Classiq to disclose the source code of the Platform to any third party; (iv) disclose the results of any testing or benchmarking of the Platform and/or the contents of the Platform to any third party; (v) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Platform’s source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms); (vi) remove, obscure, deface or alter any trademarks or other proprietary right notices displayed on or in the Platform; (vii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (viii) export, make available, access or use the Platform in any manner prohibited by applicable laws, in breach of these Academic User Terms, contrary to any Documentation or in any manner that infringes, misappropriates or violated Classiq's or any third party's rights; and/or (ix) store or transmit any malicious code (i.e., software viruses, Trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material or unreasonable use in connection with the Platform. Academic User shall be and remain responsible and liable to Classiq for all activities that occur in connection with any Account (defined below). Academic User shall immediately report any unauthorized access or use of the Platform (or any other activity with respect to any Account) or breach of these Academic User Terms by Academic User or any third party to Classiq.
3. Account. In order to access and/or use the Platform, Academic User may be required to set up an administrative account with Classiq via the Site ("Account"). Academic User represents, warrants and covenants that all information submitted during the registration process is, and shall remain at all times, complete and accurate. Academic User represents, warrants and covenants that: (a) it shall keep, and ensure that it keeps, all Account login details and passwords secure at all times; and (b) the Account login details may only be used by that specific Academic User and by no other person, and that multiple people may not share the same login details for any given Account. Academic User may cancel an Account at any time by using the tools that we make available within the Platform or by sending a cancellation request to Classiq at contact@classiq.io, in which case we will use commercially reasonable efforts to respond within a reasonable time.
4. Technical Support. Academic User acknowledges and agrees that Classiq does not provide any service-related technical support with respect to the Platform (including, without limitation any commitments to bug fixes and usability support).
5. Intellectual Property Rights.

5.1 Title. Other than the limited license granted to Academic User under these Academic User Terms during the Term, all intellectual property rights, ownership rights and proprietary rights, in and to the Platform or any portion thereof, and all Feedback (defined below), corrections, modifications, enhancements, reproductions, improvements and derivatives thereto and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, and all other rights therein are and shall remain Classiq's sole and exclusive property. All rights not expressly granted hereunder are reserved by Classiq.
5.2 Outputs. Subject to the license granted to Classiq under this Section 5.2 (Outputs), all algorithms, modules solutions or results uniquely and independently generated by the Academic User using the Platform ("Outputs") shall be and remain Academic User's exclusive property. Academic User hereby grants Classiq a perpetual, worldwide, unrestricted and irrevocable license to use, access or otherwise exploit the Outputs in order to analyze the Academic User's use of the Platform and the Outputs and for any other purpose (as determined by Classiq). All outputs, features, algorithms, modules, solutions, outputs and works generated by Classiq using the Feedback (defined below) and/or developed or created by Classiq jointly with the Academic User shall be exclusively owned by Classiq and nothing in these Academic User Terms shall prevent Classiq from sharing, publishing or using the forgoing with any third party.
5.3 Feedback. If Academic User provides Classiq with suggestions and/or comments with respect to the Platform, including without limitation, error and bug reports, ideas, requests, recommendations, comments, concepts, paid custom developments and other suggestions related to the Platform (collectively, “Feedback”), all such Feedback: (a) shall be exclusively owned by Classiq; and (b) shall be Classiq's Confidential Information (defined below). Academic User hereby irrevocably and unconditionally transfers and assigns to Classiq all intellectual property rights it has in such Feedback and waives any and all moral rights that Academic User may have in respect thereto. Classiq may freely use, disclose, license, and distribute any Feedback in any manner without any obligation, royalty or restriction.

6. Privacy Policy. Academic User acknowledges and agrees that its access and use of the Platform, including, without limitation, any information transmitted to or stored by the Platform, is governed by the Classiq's Privacy Policy at https://www.classiq.io/privacy-policy (“Privacy Policy”).
7. Third Party Components. The Platform may use or include third party open source software, files, libraries or components that may be distributed to Academic User and are subject to third party open source license terms. If there is a conflict between any open source license and these Academic User Terms then the open source license terms shall prevail but solely in connection with the related third party open source software. Classiq makes no warranty or indemnity hereunder with respect to any third party open source software.
8. Confidentiality. Each Party may have access to certain non-public information and materials of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, customers, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). For clarity, the Platform, Documentation and Feedback are and shall remain at all times Classiq's Confidential Information. the Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under these Academic User Terms (“Permitted Use”). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors ("Representatives") having a need to know such Confidential Information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. Receiving party shall remain responsible and liable for any acts or omissions of its Representatives. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing Party.
9. Fees. The Academic User's access and use of Platform is currently free. Classiq may, at any time and its sole discretion, start to charge fees and/or amend the fees by notifying you on the Site. It is your responsibility to periodically check the Site for any updates to the fees and your continued use of the Platform indicates your acceptance of any change to the fees.
10. DISCLAIMER OF WARRANTIES. The Platform is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. Academic User assumes all responsibility for the selection of the Platform to achieve its intended results. CLASSIQ HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLASSIQ DOES NOT WARRANT THAT THE PLATFORM AND/OR ANY OF ITS SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. CLASSIQ DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, ALGORITHM, OUTPUT OR RESULTS THAT YOU OBTAIN THROUGH THE PLATFORM OR ANY OF CLASSIQ'S SERVICES. ACADEMIC USER'S USE OF AND RELIANCE UPON THE PLATFORM AND ANY OUTPUT/ RESULTS GENERATED FROM ACADEMIC USER'S USE OF THE PLATFORM IS ENTIRELY AT ACADEMIC USER'S SOLE DISCRETION AND RISK, AND CLASSIQ SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO ACADEMIC USER IN CONNECTION WITH ANY OF THE FOREGOING. ACADEMIC USER AGREES THAT CLASSIQ WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
11. Limitation of Liability and Indemnification.

11.1.Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF OR RELATING TO THESE ACADEMIC USER TERMS AND/OR IN CONNECTION WITH THE PLATFORM AND/OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL CLASSIQ'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE ACADEMIC USER TERMS AND/OR IN CONNECTION WITH THE PLATFORM AND/OR SERVICES EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY ACADEMIC USER FOR THE SUBSCRIPTION HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

11.2.Indemnification. Academic User shall defend, indemnify and hold harmless Classiq and its affiliates and respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from Academic User's use of the Platform and/or breach of these Academic User Terms.

12. Term and Termination.

12.1.Term. The term of these Academic User Terms shall commence on the date you first access the Platform and shall remain in full force and effect unless terminated in accordance with these Academic User Terms ("Term").

12.2.Termination. Either Party may terminate these Academic User Terms for any reason upon thirty (30) days' prior written notice to the other Party. Each Party may terminate these Academic User Terms with immediate effect upon written notice if: (a) the other Party materially breaches these Academic User Terms and such breach remains uncured fifteen (15) days after having received written notice thereof; or (b) a receiver is appointed for the other Party, if the other Party makes a general assignment for the benefit of its creditors, or if the other Party commences proceedings under any bankruptcy or insolvency law. Notwithstanding anything to the contrary, Classiq may stop to provide the Platform to Academic User at any time, including without limitation in the event that Academic User breaches these Academic User Terms. Notwithstanding anything to the contrary, Classiq may immediately suspend an Account or restrict access to the Platform if Academic User is in breach (of if Classiq in its sole discretion suspects that the Academic User is in breach) of Section 2 (License Restrictions) above.

12.3.Effect of Termination. Upon termination or expiration of these Academic User Terms: (i) the Platform license granted to Academic User under these Academic User Terms shall automatically expire, and Academic User shall immediately discontinue any further access or use of the Platform; and (ii) Academic User shall immediately permanently delete/ erase or return to Classiq (as instructed by Classiq) all of Classiq's Confidential Information in Academic User's possession, custody or control (including, without limitation, copies of the Documentation). The provisions of these Academic User Terms that, by their nature and content, must survive the expiration or termination of these Academic User Terms in order to achieve the fundamental purposes of these Academic User Terms shall so survive, including but not limited to this Section ‎12.3 (Effect of Termination), ‎2 (License Restrictions), ‎5 (Intellectual Property Rights), ‎6 (Privacy), ‎7 (Third Party Components), ‎8 (Confidentiality), ‎9 (Fees), ‎10 (Disclaimer of Warranties), ‎11 (Limitation of Liability and Indemnification) and ‎13 (Miscellaneous). The termination or expiration of these Academic User Terms shall not limit Classiq from pursuing any other remedies available to it under applicable law.

13. Miscellaneous. These Academic User Terms and any exhibits attached or referred hereto, represents the entire agreement between the Parties concerning the subject matter hereof, replaces and supersedes all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties. If any provision of these Academic User Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of these Academic User Terms shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. Neither Party may assign its rights or obligations under these Academic User Terms without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, these Academic User Terms may be assigned by Classiq in connection with a merger, consolidation, sale of all of the equity interests of such Party, or a sale of all or substantially all of the assets of the Party to which these Academic User Terms relates. Without derogating from and subject to the abovementioned, these Academic User Terms will bind and benefit each Party and its respective successors and assigns. These Academic User Terms shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of Tel Aviv-Yafo shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Academic User Terms. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights. These Academic User Terms does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Classiq will not be liable for any delay or failure to provide the Platform resulting from circumstances or causes beyond the reasonable control of Classiq. These Academic User Terms may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

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