TERMS AND CONDITIONS

1.1

The Competition is a competition in which Participants (defined below) will be asked to solve one or more quantum coding problems published by Classiq ("Problems"). The Problems will be posted on Classiq's website https://www.classiq.io/competition ("Website") upon the commencement of the Competition. For each Problem, Participants will be required to submit a coding solution (via the Website) to Classiq ("Solution").

1.2

Participants will receive approximately three (3) weeks from the date the Problems are posted on the Website to submit the Solutions. All Solutions must be submitted to Classiq no later than 11:59 pm US Eastern time on June 5th, 2022. Solutions submitted after the applicable time period expires will not be accepted.

1.3

Each Solution will be judged by a panel of judges appointed by Classiq ("Judges"). Before the Solutions are provided to the Judges, Classiq (or a representative of Classiq) will check each Solution: (1) in order to measure the depth of the circuit and count the number of 2-qubit gates used in the Solution; (2) by running the Solution through a simulator in order to verify that the Solution works and is valid. If the Solution does not work or is invalid, the Solution will not be eligible to win.

1.4

The following criteria may be used by the Judges to guide their selection of the winning Solution (amongst others): (1) the Solution providing the most efficient circuit (i.e. using the smallest number of 2-qubit gates) to solve each Problem; (2) the Solution working and valid; and (3) elegance and originality. Judges may provide written feedback or comments with respect to the Solution at their sole discretion.

1.5

If two Solutions submitted in the Competition are identical in metrics (for example, have the same 2-qubit gate count or same depth) the Judges shall decide (at their sole discretion) how to rank the Solutions based on criteria set by the Judges (for example, time of submission, originality, amongst others).

1.6

Participants of the winning Solutions ("Winners") will be posted on the Website after the completion of the Competition. Subject to these Terms, Winners may be eligible to receive a Prize (defined below). Classiq may choose multiple Winners with respect to each Solution.

1.7

Participants of the winning Solutions ("Winners") will be posted on the Website after the completion of the Competition. Subject to these Terms, Winners may be eligible to receive a Prize (defined below). Classiq may choose multiple Winners with respect to each Solution.

2.1

In order to participate in the Competition, you must be at least 18 years of age at the time you register for the Competition or at least 16 years of age if your parent(s) or legal guardian(s) have consented to you entering the Competition and being bound to these Terms, subject to applicable law. Participants under the age of 18 may be required to furnish written proof of such consent if requested by Classiq. You may not participate in the Competition (and will be immediately disqualified and forfeit all of your Prizes, as defined below) if you are: (a) an employee of Classiq or otherwise involved in the administration of this Competition; (b) an immediate family (parent, sibling, spouse, child) or household member of a Classiq employee or a person involved in the administration of this Competition; (c) prohibited to participate in the Competition or to enter into a contract with Classiq by applicable export controls and sanctions programs; (d) a resident anywhere that the Competition is prohibited by law; (e) if you are below the age of 18 years old or above the age of 16, if you have not obtained consent from your parent or legal guardian. If you are a government official, you may only enter a Competition in your personal capacity. Government officials may be ineligible to receive Prizes (defined below). "Government officials" include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. You agree to comply with all applicable commercial and public anti-bribery laws. Subject to Section 3 (Registration) below, only participants who meet the criteria set out in this Section will be eligible to participate in the Competition ("Participants").

2.2

Classiq reserves the right to verify your eligibility and to adjudicate any dispute regarding eligibility at its sole discretion. You agree to provide Classiq with any proof of eligibility requested, and your refusal or failure to provide such proof within five (5) days of Classiq's request will result in your immediate disqualification from the Competition and forfeiture of any Prizes (defined below).

3.1

To enter the Competition, you must first register on the Website. Registration will start once the problems are posted on the Website. Classiq reserves the right to modify this date at its sole discretion. In order to register, you may be required to provide personal information to Classiq (including, without limitation, your name, email address, phone number, LinkedIn profile and GitHub ID). You acknowledge and agree that the collection of any personal data under these Terms is governed by Classiq's Privacy Policy.

4.1

To be eligible to be considered for a Prize (defined below), your Solution must: (a) be the original work of the Participant submitting the Solution; (b) not duplicate nor be similar to any code or program currently included in Classiq's systems; (c) not contain features or content that, in the sole opinion of Classiq, is found to be offensive or contain any sexually explicit, disparaging, defamatory, libelous, obscene, or other inappropriate content or any content that would present Classiq in an unflattering light; (d) not infringe or misappropriate the rights of any third party, any applicable law nor have been created through the violation of any other provision of these Terms.

5.1

Judges will choose the Winners of the Competition in their sole and final judgment. Subject to the eligibility requirements herein, Winners may be awarded prizes as follows (“Prizes”):

5.2

Classiq may withhold or cancel any Prize due to failure by any Winner to comply with the provisions of these Terms.

5.3

If you are selected as Winner, you may not exchange your Prize for cash or any other merchandise or service. You may not designate someone else as the Winner. If you are unwilling to accept your Prize, Classiq may award it to an alternate winner, at its sole discretion. Participation and receipt of the Prize may have tax consequences. The
amount of each Prize includes any taxes (including any withholding tax). All taxes, fees, and surcharges on the prize won are the sole responsibility of the Winner. If for any reason the prize is unavailable, Classiq reserves the right to substitute it with a prize of equal or greater value, at its sole discretion.

5.4

Donation. The Winner may instruct Classiq to donate the Prize to one of the following charities: Girls Who Code, Code.org, National Math and Science Initiative, Animal Legal Defense Fund . You acknowledge and agree that Classiq is not affiliated or sponsored by any of these charities.

6.1

By participating in the Competition, you agree that Classiq may make use online and in print or in any other media of your name, place of residence, likeness and statements concerning this Competition for advertising and promotional purposes, in connection with this Competition or your Solution, without payment or compensation to you, except where prohibited by law. In addition, Classiq may publish your Solution at its sole discretion without any further liability to you.

7.1

Classiq retains all, and nothing in these Terms or done in connection with the Competition grants you any, right, title and interest in or to Classiq's proprietary software, technology, confidential information or other intellectual property whatsoever (“Classiq Proprietary Material”). Nothing in these Terms requires Classiq to provide you with any Classiq Proprietary Material.

7.2

You retain your rights and ownership in any Solution you submit in the Competition.

7.3

You hereby grant Classiq a perpetual, irrevocable, royalty-free, fully-paid up, non-exclusive, transferable, sublicensable, worldwide license to use, copy, reproduce, modify, create derivative works from, distribute, publish, sell or otherwise commercialize any Solution submitted to Classiq. You understand that you will not receive any compensation or royalties for use of your Solution, except the applicable Prize (should you win a Prize). Notwithstanding the foregoing, Classiq is not obligated to use Solutions for any purpose, even if they have been selected as winning Solutions.

8.1

By submitting a Solution, you represent, warrant, covenant and guarantee that such Solution is original and does not contain anything which infringes the intellectual property, privacy or any other rights of any party and that such entry does not contain, or cause the display of, any content that is pornographic in nature, lewd, or sexually explicit.

8.2

Each Participant shall fully indemnify, defend and hold harmless Classiq, its affiliates, employees and shareholders from any proceeding or claim made by any third-party with respect to the participation of the Participant in the Competition and/or with respect to any information and/or details it provides to Classiq.

9.1

YOUR PARTICIPATION IN THE COMPETITION IS AT YOUR OWN RISK. CLASSIQ HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE COMPETITION OR PROBLEMS OR PRIZE WHICH YOU RECEIVE FROM CLASSIQ IN CONNECTION WITH THE COMPETITION. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

9.2

UNDER NO CIRCUMSTANCES SHALL CLASSIQ BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THESE TERMS, OR THAT RESULTS FROM (I) YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE COMPETITION, (II) ANY PRIZE, (III) ACTS OF MISCONDUCT OF OTHER PARTICIPANTS OR THIRD PARTIES, OR (IV) CLASSIQ'S USE OF YOUR SOLUTION. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLASSIQ'S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH ALL OF THE FOREGOING SHALL BE LIMITED TO ONE U.S. DOLLAR (US$1.00).

9.3

THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL APPLY: (I) EVEN IF CLASSIQ HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES; (II) EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.

10.1

These Terms are the entire agreement between you and Classiq concerning the Competition and any Solution you submit. This Section 10 (Miscellaneous), Section 5.3, Section 6 (Releases and Publicity) to Section 9 (Disclaimer & Limitation of Liability), inclusive, shall survive termination or expiration of these Terms and shall apply even after the conclusion of the Competition. These Terms may not be assigned by you but may be assigned by Classiq. These Terms may only be amended by the written agreement of Classiq. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, (i) the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect and (ii) the invalid provision shall be substituted with a provision that most closely approximates the original legal and economic effect of the invalid provision.  All section and sub-section headings used in these Terms are for convenience only, and shall not be relied upon or used in interpreting these Terms. No failure or delay in enforcing any right under these Terms will be deemed a waiver of that right. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. This Competition, these Terms, and any dispute related to the Competition or these Terms shall be governed by the laws of the State of Israel, and you consent to the exclusive jurisdiction of the courts of Tel Aviv-Jaffa for any such disputes. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE COMPETITION OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.