USER TERMS
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE 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 “User”), have read and understood and agree to comply with the terms and conditions below (the “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. If you do not agree to comply with and be bound by these User Terms or wish to use the Platform (as defined below) for commercial or business purposes, please do not accept these User Terms or access or use the Platform. You here by 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. Our User Terms may be updated from time to time, please check back periodically on our Site for the latest version of these Terms.
1. Subscription to the Platform. Subject to these User Terms and the payment of the required Fees (defined below), during the Term (defined below), Classiq hereby grants 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 User through a web portal on our website https://www.platform.classiq.io/ (“Site”). Unless otherwise provided herein, the term “Platform” also includes any manual or documentation (“Documentation”) provided or made available to User in connection with the operation of the Platform.
User shall use the Platform in accordance with the Documentation and applicable laws and regulations. You here by represent and warrant that your use of the Platform is solely for your personal, non-commercial and non-business purposes (the “Purpose”), and you will not otherwise use or exploit the Platform (or allow anyone else to use or exploit the Platform) for any purpose other than the Purpose. 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. 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, or use or access the Platform to develop any service or product that is the same as (or similar to)it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share User's rights under these 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 or business 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 User Terms, contrary to any Documentation or in any manner that infringes, misappropriates or violated Classiq's or any third party's rights; (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; and/or (x) use the Platform in any illegal or other unethical manner or in a way that may prompt damage to the Platform. User shall be and remain responsible and liable to Classiq for all activities that occur in connection with any Account (defined below). 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 User Terms by User or any third party to Classiq.
3. Account. In order to access and/or use the Platform, User may be required to set up an administrative account with Classiq via the Site (“Account”). User represents, warrants, and covenants that all information submitted during the registration process is, and shall remain at all times, complete and accurate. User represents and warrants that: (a) it shall keep all Account login details and passwords secure at all times; and (b) the Account login details may only be used by that specific User and by no other person, and that multiple people may not share the same login details for any given Account. 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). Notwithstanding anything to the contrary, a User’s Account may be canceled, suspended, or otherwise restricted by Classiq at any time, for any reason. User may cancel the Account at any time by using the tools available within the Platform or by sending a cancellation request to Classiq at: contact@classiq.io.
Please note that the Platform may include certain features, such as the Web-SDK, designed to enhance functionality and improve user experience. However, Classiq does not guarantee the persistency or permanent storage of user data. Data may be deleted or lost. Furthermore, installed packages are subject to routine cleanup and may require reinstallation by the User.
4. Intellectual Property Rights.
4.1 Title. Classiq retains all right, title, and interest in and to the Platform and the Confidential Information, including all intellectual property rights therein, and all derivatives, fixes, improvements, modifications, enhancements, reproductions, results, and Feedback in connection with the Platform or the Confidential Information. Furthermore, any anonymous information, which is derived from the use of the Platform (i.e., metadata, aggregated and/or analytics information) that is not personally identifiable information may be used by Classiq for any purpose, including for the development or improvement of Classiq’s products or related services.
4.2 Furthermore, Classiq shall own all right, title, and interest, including all intellectual property rights therein, with respect to the Platform’s inputs, outputs, and deliverables, including, without limitation, all quantum models, quantum programs, and corresponding metadata submitted by the User. The foregoing may be used by Classiq for any purpose, including for the development or improvement of Classiq’s products or related services. User hereby irrevocably and unconditionally transfers and assigns to Classiq all intellectual property rights it has in the foregoing and waives any and all moral rights that User may have in respect thereto.
4.3 Feedback. If 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). 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 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.
5. Privacy Policy. 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, available at https://www.classiq.io/privacy-policy (“Privacy Policy”).
6. Third Party Services. The Platform may enable you to view, access, link to, and use services from third parties that are not owned or controlled by Classiq, including, without limitation: (i) websites, services, and technologies; and (ii) our partners' and customers' services (“Third-Party Services”). The Platform may also enable you to communicate and interact with such Third-Party Services. User hereby agrees that Classiq may share non-personally identifiable information with such third parties in order to provide you with access to these Third-Party Services.
7. Open Source. The Platform includes embedded third-party components that are subject to third-party open-source license terms. Those license terms shall prevail over any terms contained herein. Classiq makes no warranty or indemnity hereunder with respect to any third-party open-source software.
8. Confidentiality. "Confidential Information" means: (i) the Platform, the content and/or materials provided by the Platform, and the Documentation; (ii) Feedback; or (iii) information (whether tangible, oral, or in any other form or media) that should reasonably be known by the User to be confidential. User shall keep the Confidential Information confidential, using at least the same degree of care as it uses for its own confidential information, but in any event no less than reasonable care, and shall not disclose the Confidential Information to any third party.
9. Fees. The User’s access to and use of the Platform is currently free. Classiq may, at any time and at its sole discretion, begin charging fees and/or amend existing fees by providing notice on the Site. It is the User’s responsibility to periodically check the Site for any updates regarding fees, and continued use of the Platform indicates acceptance of any changes to the fees.
10. The Platform is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. 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 TO 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.
USER'S USE OF AND RELIANCE UPON THE PLATFORM AND ANY OUTPUT/RESULTS GENERATED FROM USER'S USE OF THE PLATFORM IS ENTIRELY AT THE USER'S SOLE DISCRETION AND RISK, AND CLASSIQ SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO USER IN CONNECTION WITH ANY OF THE FOREGOING.
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 some of the above exclusions may not apply.
11. Liability and Indemnification.
11.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(A) CLASSIQ SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE) ARISING OUT OF OR RELATING TO THESE USER TERMS AND/OR IN CONNECTION WITH THE PLATFORM AND/OR SERVICES, EVEN IF CLASSIQ 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 USER TERMS AND/OR IN CONNECTION WITH THE PLATFORM AND/OR SERVICES EXCEED THE TOTAL AMOUNT OF $100 USD.
11.2 Indemnification. User shall defend, indemnify, and hold harmless Classiq and its affiliates, as well as their respective officers, directors, agents, consultants, and employees, from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from the User's use of the Platform and/or breach of these User Terms.
12. Term and Termination.
The term of these 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 User Terms (“Term”). Upon prior notice, Classiq may terminate these User Terms at any time for any reason.
Upon termination or expiration of these User Terms:
(i) the Platform license granted to User under these User Terms shall automatically expire, and User shall immediately discontinue any further access or use of the Platform; and
(ii) User shall immediately permanently destroy all copies of the Platform and/or Documentation, and/or delete the Platform from any of its devices.
The provisions of Sections 2, 4, 5, 8, 11-14 shall survive any termination of these User Terms.
13. Governing Law and Jurisdiction.
These User Terms shall be governed by and construed under the laws of the State of Israel, without reference to conflict of laws principles. The competent courts of Tel Aviv-Yafo shall have the exclusive jurisdiction with respect to any dispute or action arising under or in relation to these User Terms.
Notwithstanding the foregoing, Classiq may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights.
14. Miscellaneous.
These User Terms and any documents attached or referred to herein represent the entire agreement between Classiq and User concerning the subject matter hereof, replacing and superseding all prior and contemporaneous oral or written understandings and statements.
If any provision of these User Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of these User Terms shall remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it enforceable.
These User Terms may not be assigned by User but may be assigned by Classiq without restriction or notification to User. Without derogating from and subject to the abovementioned, these User Terms will bind and benefit Classiq and its respective successors and assignees.
These User Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Classiq and User.
These User Terms may be executed by clicking the “I agree” button and/or by the User’s use of the Platform.