PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE USER TERMS AND REGISTERINGFOR, ACCESSING AND/OR USING THE PLATFORM.
By selecting the box “I agree”, or otherwiseaccessing 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 conditionsbelow (the “User Terms”), and are entering into a binding legalagreement with Classiq Technologies Ltd. (“Classiq”,“us”, “we” or “our”). You represent, warrant and covenantthat you are at least 18 years old. If youdo not agree to comply with and be bound by these User Terms or wish to use thePlatform (as defined below) for commercial or business purposes, , pleasedo not accept these User Terms or access or use the Platform. You hereby waive any applicable rights torequire an original (non-electronic) signature or delivery or retention ofnon-electronic records, to the extent not prohibited under applicable law. Our UserTerms may be updated from time to time, please check back periodically on ourSite 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 alimited, non-exclusive, non-sublicensable, non-transferable and revocablelicense to access and use Classiq's quantum algorithm design software (“Platform”) on asoftware-as-a-service (SaaS) basis made available to User through a web portalon our website https://www.platform.classiq.io/ (“Site”). Unless otherwiseprovided herein, the term “Platform”also includes any manual or documentation (“Documentation”) provided or made available to User in connectionwith the operation of the Platform..
. User shall use the Platform in accordance with theDocumentation and applicable laws and regulations. You hereby represent andwarrant that your use of thePlatform 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 otherthan the Purpose. User shall be solelyresponsible for providing all equipment, systems, assets, access, and ancillarygoods and services needed to access and use the Platform and for ensuringcompatibility with the Platform.
2. License Restrictions. User must not, and shall not allow any third partyto: (i) copy, translate, modify, create derivative works of, make available ordistribute, publicly perform, or display any part of the Platform, or use oraccess the Platform to develop any service or product that is the same as (orsimilar 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 thePlatform for commercial or business use; (iii) use any “open source” or“copyleft software” in a manner that would require Classiq to disclose thesource code of the Platform to any third party; (iv) disclose the results ofany testing or benchmarking of the Platform and/or the contents of the Platformto any third party; (v) disassemble, decompile, decrypt, reverse engineer,extract, or otherwise attempt to discover the Platform’s source code ornon-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 onor in the Platform; (vii) circumvent, disable or otherwise interfere withsecurity-related features of the Platform or features that enforce uselimitations; (viii) export, make available, access or use the Platform in anymanner prohibited by applicable laws, in breach of these User Terms, contraryto any Documentation or in any manner that infringes, misappropriates or violatedClassiq's or any third party's rights; (ix) store or transmit any maliciouscode (i.e., software viruses, Trojan horses, worms, robots, malware, spyware orother computer instructions, devices, or techniques that erase data orprogramming, infect, disrupt, damage, disable, or shut down a computer systemor any component of such computer system) or other unlawful material orunreasonable use in connection with the Platform; and/or (x) use the Platformin 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 toClassiq for all activities that occur in connection with any Account (definedbelow). User shall immediately report any unauthorized access or use of thePlatform (or any other activity with respect to any Account) or breach of theseUser Terms by User or any third party to Classiq.
3. Account. In order to accessand/or use the Platform, User may be required to set up an administrativeaccount with Classiq via the Site (“Account”). User represents, warrantsand covenants that all information submitted during the registration processis, and shall remain at all times, complete and accurate. User represents andwarrants 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 bythat specific User and by no other person, and that multiple people may notshare the same login details for any given Account. User acknowledges andagrees that Classiq does not provide any service-related technical support withrespect to the Platform (including, without limitation any commitments to bugfixes and usability support). Notwithstanding anything to the contrary, a User’sAccount may be cancelled, suspended or otherwise restricted by Classiq at anytime, for any reason. User may cancel the Account at any time by using thetools available within the Platform or by sending a cancellation request toClassiq at: firstname.lastname@example.org.
4. Intellectual Property Rights.
4.1 Title. Classiq retains all right, title and interest in and to thePlatform and the Confidential Information, including all intellectual propertyrights therein, and all derivatives, fixes, improvements, modifications,enhancements, reproductions, results, Feedback in connection with the Platformor the Confidential Information. Furthermore, any anonymous information, whichis derived from the use of the Materials (i.e., metadata, aggregated and/oranalytics information) which is not personally identifiable information may beused by Classiq for any purpose, including for development or improvement ofClassiq’s products or related services.
4.2 Feedback. If User providesClassiq 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 othersuggestions related to the Platform (collectively, “Feedback”), all such Feedback: (a) shall be exclusively owned byClassiq; and (b) shall be Classiq's Confidential Information (defined below). Userhereby irrevocably and unconditionally transfers and assigns to Classiq allintellectual property rights it has in such Feedback and waives any and allmoral rights that User may have in respect thereto. Classiq may freely use, disclose, license, and distribute any Feedback inany manner without any obligation, royalty or restriction.
6. ThirdParty Services. The Platform may enable you to view,access, link to, and use services from third parties that are not owned orcontrolled by Classiq, including without limitation: (i) websites, services andtechnologies; and (ii) our partners and customers services ("ThirdParty Services”). The Platform may also enableyou to communicate and interact with such third party services. [Meitar1] User hereby agrees thatClassiq may share non-personally identifiable information with such thirdparties in order to provide you with such Third Party Services.
7. Open Source. The Platform includes embedded thirdparty components which are subject to third party open source license terms[Meitar2] . Those license terms will prevail overany terms contained herein. Classiq makes no warranty or indemnityhereunder 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 otherform or media) that should be reasonably known by User to be confidential. Userwill keep confidential the Confidential Information using at least the samedegree of care as it uses for its own confidential information, but in anyevent no less than reasonable care and shall not disclose the ConfidentialInformation to any third party.
9. Fees. The User’s access and use of Platformis currently free. Classiq may, at any time and at its sole discretion, startto charge fees and/or amend the fees by notifying you on the Site. It is yourresponsibility to periodically check the Site for any updates to the fees andyour continued use of the Platform indicates your acceptance of any change tothe fees.
10. DISCLAIMER OF WARRANTIES. The Platform is provided on an “as is” and “asavailable” basis, and without warranties of any kind either express or implied.User assumes all responsibility for the selection of the Platform to achieveits intended results. CLASSIQ HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS ORIMPLIED, 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 BEUNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. CLASSIQ DOES NOTOFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION,ALGORITHM, OUTPUT OR RESULTS THAT YOU OBTAIN THROUGH THE PLATFORM OR ANY OFCLASSIQ'S SERVICES. USER'S USE OF AND RELIANCE UPON THE PLATFORM AND ANYOUTPUT/ RESULTS GENERATED FROM USER'S USE OF THE PLATFORM IS ENTIRELY AT USER'SSOLE DISCRETION AND RISK, AND CLASSIQ SHALL HAVE NO RESPONSIBILITY OR LIABILITYWHATSOEVER TO USER IN CONNECTION WITH ANY OF THE FOREGOING. USER AGREES THATCLASSIQ WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROMTECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET(SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHERSERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law maynot allow the exclusion of certain warranties, so to that extent suchexclusions may not apply.
11. Liability andIndemnification.
11.1 Limitationof Liability. TO THE MAXIMUM EXTENT PERMITTED BYLAW: (A) CLASSIQ SHALL NOT BELIABLE FOR ANY DIRECT OR INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, ORINCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS ORREVENUE) ARISING OUT OF OR RELATING TO THESE USER TERMS AND/OR IN CONNECTIONWITH THE PLATFORM AND/OR SERVICES, EVEN IF CLASSIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NOEVENT SHALL CLASSIQ'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESEUSER TERMS AND/OR IN CONNECTION WITH THE PLATFORM AND/OR SERVICES EXCEED THETOTAL AMOUNT OF $100 USD.
11.2 Indemnification.User shall defend, indemnify and hold harmless Classiq and itsaffiliates and respective officers, directors, agents, consultants andemployees from any third party claims, damages, liabilities, costs, andexpenses (including reasonable attorney’s fees) arising from User's use of thePlatform and/or breach of these User Terms.
12. Term and Termination. The term of these User Terms shallcommence on the date you first access the Platform and shall remain in fullforce and effect unless terminated in accordance with these User Terms (“Term”). Upon prior notice, Classiq may terminate these User Termsat any time for any reason. Upon termination or expiration of these User Terms:(i) the Platform license granted to User under these User Terms shallautomatically expire, and User shall immediately discontinue any further accessor use of the Platform; and (ii) User shall immediately permanently shalldestroy all copies of the Platform and/or Documentation, and/or delete the Platformfrom any of its devices. The provisions of Section 2, 4, 5, 8, 11-14 shallsurvive any termination of these User Terms.
13. Governing Law and Jurisdiction. These User Terms shallbe governed by and construed under the laws of the State of Israel, withoutreference to conflict of laws principles. The competent courts of Tel Aviv-Yafoshall have the exclusive jurisdiction with respect to any dispute and action arisingunder or in relation to these User Terms. Notwithstanding theforegoing, Classiq may seek equitable relief in any court of competentjurisdiction in order to protect its proprietary rights.
14. Miscellaneous. These User Terms and any documents attached orreferred hereto, represent the entire agreement between Classiq and User concerningthe subject matter hereof, replaces and supersedes all prior andcontemporaneous oral or written understandings and statements. If any provisionof these User Terms is held by a court of competent jurisdiction to be illegal,invalid or unenforceable, the remaining provisions of these UserTerms shall remain in full force and effect and such provision shall bereformed only to the extent necessary to make it enforceable. These User Termsmay not be assigned by User but may be assigned by Classiq without restrictionor notification to User. Withoutderogating from and subject to the abovementioned, these User Terms will bindand benefit Classiq and its respective successors and assignees. These UserTerms do not, and shall not be construed to create any relationship,partnership, joint venture, employer-employee, agency, or franchisor-franchiseerelationship between Classiq and User. These User Terms may be executed byclicking the “I agree” button and/or by User’s use of the Platform.