This document sets out the terms and conditions (“Terms”) on which Oxford Quantum Computing Limited, a company incorporated in England and Wales under number 10803852 whose registered office is at Thames Valley Science Park 1 Collegiate Square, South Ave, Reading, United Kingdom, RG2 9LH (“OQC”) provides customers with access to its quantum computing technology services.
If you are registering for an OQC customer account or using OQC Services on behalf of an entity or other organisation, references to “You” are to such entity or organisation and you are accepting this Agreement for that entity or organisation and representing to OQC that you have the authority to bind that entity or organisation to this Agreement (the term “Customer” or “Customer(s)” will also refer to that entity or organisation).
Please read this agreement carefully. You acknowledge and agree that by clicking on “I accept”, you will be bound by these terms and conditions of this Customer Services Agreement. You warrant and represent that you have the full capacity and authority to enter into these terms and conditions on behalf of the company or organisation.
If you do not accept these terms and conditions, you will not be able to use OQC’s private Quantum Computing-as-a-Service platform (herein referred to as “QCaaS” or “QCaaS Platform”), which includes but is not limited to, OQC’s quantum computer(s) and any relevant cloud environment. Therefore, you are advised to read these terms and conditions carefully. OQC reserves the right to amend these terms and conditions without notice and they may be subject to change from time to time.
1. OQC SERVICES
1.1 OQC is in the business of developing and manufacturing quantum computing systems (“Quantum Computer(s)”) and offering a range of quantum products using its software and hardware for customer(s) to access and use OQC’s QCaaS Platform. OQC has also developed and maintains a private cloud environment, together with related modifications, enhancements, improvements, updates, documentation, and other related material, enabling Customers to access and use OQC’s Quantum Computer via a private cloud (collectively, the “OQC Cloud Environment”).
1.2 OQC shall provide You with access (“Permitted Access”) to its Quantum Computer and OQC Cloud Environment through the QCaaS Platform allowing You to test algorithms, applications, databases and/or products using Your materials (herein referred to as “Customer Materials”). Permitted Access to the QCaaS Platform is subject to the terms and conditions of this Agreement, any relevant Order Form and is conditional upon full payment of Fees made by You to OQC.
1.3 Customer access to the QCaaS Platform, including but not limited to, its Quantum Computer and the OQC Cloud Environment, is subject to a defined period of time as specified by OQC and any relevant Order Form.
1.4 You acknowledge that OQC is not a lawyer, accountant, or other professional service(s) provider or body, and accordingly, shall not and does not provide any professional advice to You in conjunction with your projects (“Customer Project”). Any results driven or generated through the use of the QCaaS Platform, including but not limited to, those that are generated by the Quantum Computer(s), is intended for Your general use only and does not constitute any professional advice given to You by OQC or its Affiliates.
1.5 The services offered by OQC via the QCaaS Platform is only available to those in jurisdictions in which it can be legally sold and is subject to Export Control Laws. No such software or data may be downloaded, or otherwise exported or re-exported in violation of any applicable Export Control Laws. Downloading or using hardware, software or data is at Your sole risk. You agree to comply with all local rules and laws regarding Your use of the OQC Services and the QCaaS Platform, including but not limited to, the conditions of this Agreement and any applicable laws.
2. INTELLECTUAL PROPERTY
2.1 Intellectual Property (“IP”) means all intellectual property, including technology, technical information, know-how, models, drawings, specifications, prototypes, inventions, hardware and software, trademarks or any work subject to copyright. No transfer of ownership of any Intellectual Property will occur under this Agreement. The Intellectual Property of each party shall remain the exclusive property of such party. Each party warrants to the other party that its intellectual property does not infringe upon that of any third party.
2.2 No rights to any Intellectual Property rights, covering, pertaining, relating to or residing in any of OQC’s technology and equipment, including but not limited to, the QCaaS Platform, its Quantum Computer(s), the OQC Cloud Environment, its hardware, software, inventions, methodologies, documentation or the like, is granted to You.
2.3 You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any of the material provided to You by OQC unless You have been granted written permission from OQC.
2.4 The Intellectual Property Rights of any results generated through or by the Quantum Computer via the QCaaS Platform, as a consequence of Your input of Customer Data and/or Customer Materials, shall be transferred to You (“Foreground IP”) once full payment of any outstanding Fees is made by You to OQC, as per any applicable invoicing requirements.
3. ACCESS AND CREDENTIALS
3.1 Access to use the QCaaS Platform, including but not limited to, the right to use the Quantum Computer(s), is granted to You on the provision that You may conduct an internal evaluation and/or testing of Your proposed project(s) (“Customer Project”) using Customer Materials and Customer Data, and shall not be used for any competitive commercial advantage whatsoever that can or may compete against the nature of OQC’s business, unless OQC has formally approved this in writing to You.
3.2 Your access to use the QCaaS Platform (“Access”) shall be via a private, secure Log-in authentication process, specific to your credentials (“Authorised Account(s)”).
3.3 You are not permitted to share Your Access credentials with anyone other than those who have been designated to use such account(s) (“Authorised User(s)”).
3.4 The Order Form shall include details such as the number of Authorised User(s) that are allocated to Your account, including the length and duration of the Access to be granted. If you require amendments or modifications to Your Access, including but not limited to, updating the details of any Authorised User(s) or the number Authorised Accounts that you require, You must immediately notify OQC of this in writing. OQC reserves the right to either accept or reject such modifications and amendment(s). Any approved change(s) may be subject to new Fees being prescribed to You which shall be communicated to You by OQC.
3.5 You are responsible for ensuring that any designated user(s) who have been granted Access to use the QCaaS Platform on Your behalf are formally approved by You. You must also ensure that all Authorised User(s) are permitted to do so by law, and that where relevant, such use complies with all wage and hour laws, employment laws, and any other applicable laws and regulations that may apply.
3.6 You acknowledge that OQC may update, improve, modify or add new functionality to the QCaaS Platform without notice in order to maintain performance and/or fix any issues, which may limit or restrict Access.
4. CUSTOMER’S RIGHT TO USE
4.1 Your right to use the QCaaS Platform is conditional upon Your compliance and adherence with the following obligations:
(a) You will not copy the hardware or software or documentation, in whole or in part.
(b)You will not sell, resell, distribute, transfer, assign, lease, lend, sublicense or rent any part of the QCaaS Platform, the software or documentation, or make the functionality of the Quantum Computer available to other party(ies) through any means, including, without limitation, by uploading the software to a network, or file-sharing service or through any hosting, application services provider, service bureau, time-sharing or other type of services, except as expressly authorised in this Agreement.
(c) You will not disassemble, decompile, reverse engineer, modify or create derivative works of the hardware, software or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law, unless You have first obtained written consent from OQC.
(d) You will not allow the QCaaS Platform, including but not limited to, the Quantum Computer(s), to be accessed or used by anyone other than the Authorised User(s) and will not display the software’s user interfaces to anyone other than the Authorised User(s), without OQC’s prior written consent.
(e) You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without OQC’s express prior written consent. Any attempt to assign this Agreement without such consent will be void and have no effect.
(f) You will not disclose to any third party any comparison of the QCaaS Platform, including but not limited to, the operation of its hardware or software with other competing products without prior written consent of OQC.
(g) You will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the software or hardware or as delivered in any format by OQC.
(h) You will not run or operate the software or try to access Your designated Authorised Account(s) upon termination of this Agreement or without the express prior written consent of OQC.
(i) Upon expiration of the access granted subject to the Order Form, the Customer will delete from its systems all copies of the software in all forms and types of media unless expressly agreed in writing by OQC.
5. ACCEPTABLE USE
5.1 You shall not in connection with Your access to the QCaaS Platform, including but not limited to the use of the Quantum Computer and OQC Cloud Environment hereunder, upload, post, transmit, distribute or otherwise publish, through use of the OQC Cloud Environment, any Customer Materials (or any other material or information) that:
(a) violate(s) any law, statute, ordinance, or regulation or is intended to breach any applicable local, national or international law, regulation or policy or causes OQC to breach any applicable law, regulation or policy;
(b) includes illegal or fraudulent activity;
(c) violate(s) the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device(s);
(d) threatens, incites, promotes, or actively encourages violence, terrorism or other serious harm;
(e) is threatening, defamatory, libelous, harassing, vulgar, obscene or profane, in each case as determined by OQC in is sole discretion;
(f) is abusive or incites hate, violence or seductious, or does not comply with our content standards
(g) infringes or misappropriates any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any person or entity;
(h) would evade any applicable taxes, levies or duties illegally or facilitate any form of tax evasion;
(i) contains any virus, Trojan horse, worm or other malicious code or system component that may adversely affect any hardware or software, or that intercepts or misappropriates any data or information, or
(j) includes unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation.
In addition to and not in limitation of the foregoing restrictions, and any other rights and remedies of OQC hereunder or at law, (i) OQC may suspend or restrict Your access, if OQC determines, in its sole discretion, that You have engaged in or are likely to engage in (whether knowingly or unknowingly) any prohibited conduct described herein or any other conduct or behavior that, in OQC’s opinion, poses any risk to OQC, including but not limited to, its business, reputation, its Quantum Computer(s), OQC’s Cloud Environment, hardware, software, and/or jeopardises the reputation or integrity of its clients.
6. CONFIDENTIAL INFORMATION
6.1 Without limiting the generality of the foregoing, (a) you acknowledge and agree that the QCaaS Platform, including but not limited to, the Quantum Computer and the OQC Cloud Environment constitutes proprietary property belonging to OQC and includes valuable trade secrets of OQC; and (b) You shall treat any materials that You may receive from us, as confidential and will not publish or otherwise disclose to any third party any information relating to the performance or quality of our services, unless expressly agreed in writing by OQC.
6.2 Any Customer Data and other information that the Customer has provided or created in connection through the use of the QCaaS Platform, shall be considered as Confidential Information belonging to the Customer (pursuant to any relevant NDAs) and will not be shared unless prior written permission has been granted to OQC or in accordance with any relevant NDA.
6.3 OQC personnel by default are unable to observe unencrypted submitted program Instructions made by You, even during fault finding activities. In the event that You experience any unexpected or ambiguous error(s), You may require OQC to run fault-discovery to help diagnose and fix such problem(s). In such case You may be required to grant OQC with permission to allow us to see these program instructions for diagnostic purposes only. By enabling OQC to observe unencrypted program instruction(s), OQC will be more readily able to assist You in fixing any technical issues or error(s) that You may encounter. Such information will only be used to locate any fault(s) and fix error(s) relating to Your account and will never be shared with third-parties. Once the fault has been diagnosed, information will be purged from OQC’s diagnostic systems.
7. TERM AND TERMINATION
7.1 The term of this Agreement shall be for a period specified in the relevant Order Form.
7.2 The Customer may terminate this Agreement without cause by giving written notice. In the event that You have terminated this Agreement without cause, you remain obligated to pay for any Fees that may be due or outstanding, even where access to the QCaaS Platform has not yet been granted or issued by OQC or used by You. OQC reserves the right to waive such fees where it considers appropriate and shall do so at its sole discretion.
7.3 OQC reserves the right to terminate this Agreement without cause and without notice.
7.4 Upon termination or expiration of this Agreement, You shall immediately discontinue all use of the QCaaS Platform. Any relevant Customer Data and Customer Materials and configurations that You may have submitted through the QCaaS Platform shall be destroyed by OQC within an allocated time frame.
8. CUSTOMER ACKNOWLEDGES AND AGREES THAT:
8.1 THE QUANTUM COMPUTER, INCLUDING ITS HARDWARE AND SOFTWARE, AND THE OQC CLOUD ENVIRONMENT IS PROVIDED SOLELY “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, (ii) OQC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE OQC QUANTUM HARDWARE AND OQC CLOUD ENVIRONMENT AND ANY ALL USES THEREOF, AND (iii) CUSTOMER SHALL BEAR THE ENTIRE RISK ARISING OUT OF OR OTHERWISE RELATED TO ITS USE OF THE OQC CLOUD ENVIRONMENT, INCLUDING, WITHOUT LIMITATION, ALL RISK OF LOSS OR DAMAGE TO ANY AND ALL CUSTOMER MATERIALS TESTED OR EVALUATED WITHIN THE OQC CLOUD ENVIRONMENT AND QUANTUM COMPUTING.
8.2 IN NO EVENT SHALL OQC BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR OTHERWISE) ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE PARTIES’ RELATIONSHIP HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ASSOCIATED WITH COMPANY’S USE OF OR INABILITY TO USE THE OQC QUANTUM COMPUTER, HARDWARE AND OQC CLOUD ENVIRONMENT, EVEN IF OQC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 You shall indemnify and hold harmless OQC and its Affiliates, and its and their directors, officers, employees and agents, from and against any and all claims, demands, actions and proceedings asserted by any third party, and all losses, liabilities, judgments, awards, settlements, damages, fines, injuries, penalties and costs (including reasonable legal fees and expenses) incurred in connection with such third party claims, arising out of or resulting from (a) any breach by Customer of this Agreement, (b) Customer’s use of the Quantum Computer, Hardware and OQC Cloud Environment, and/or (c) any Customer Materials, or other data or information, that Customer accesses and/or views in connection with its use of the OQC Cloud Environment hereunder, including as a result of or in connection with any claim that such information constitutes copyright infringement or infringement of any other intellectual property rights of any third party.
9. FEES
9.1 You agree to:
9.1.1 pay any invoices owed or due to OQC within the relevant invoicing period.
9.1.2 Update and keep personal information, including but not limited to, contact information and billing information.
9.1.3 authorise OQC to charge any relevant credit card or bank account for all Fees payable as per any relevant Order Form.
9.1.4 authorise OQC to process payments, which may include using third party providers to which you provide Your consent allowing for OQC to disclose any relevant payment information if required.
9.1.5 Be solely responsible for any bank fees, charged by your bank, including recurring payment fees associated with payments made to OQC.
9.1.6 pay by direct debit, where this payment option is supported, authorising OQC and its Affiliates to debit Your bank account, for all Fees.
9.1.7 have sufficient clear funds in Your nominated account for any upcoming payment(s). Any amounts not collected due to lack of adequate funds, are collected in priority against any new charges as soon as Your account has available funds.
10. DATA PROTECTION
10.1 You agree that You shall not use the QCaaS Platform, including but not limited to, the Quantum Computer or the OQC Cloud Environment, to hold or process any personal data unless You have obtained the written prior permission of OQC.
10.2 In the event that You consider that any personal data is or shall be processed by You or throughout Your Customer Project, You are obligated to immediately inform OQC of this and will forthwith enter into a Data Processing Agreement with OQC which will govern the terms and obligations in compliance with Data Protection Legislation.
10.3 For the purpose of this clause ‘Data Protection Legislation’ shall mean all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including without limitation, the Data Protection Act 2018 or any successor legislation, any code of practice or guidance published by the UK Information Commissioner’s Office or any successor or replacement body from time to time.
11. ENTIRE AGREEMENT, LAW AND JURISDICTION
11.1 This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and all prior negotiations, representations, agreements and understandings with respect to such subject matter are superseded hereby.
11.2 You may not assign this Agreement any of its rights or obligations hereunder.
11.3 OQC reserves the right to amend these terms and conditions without notice and they may be subject to change from time to time.
11.4 Failure of OQC to enforce any right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
11.5 English law governs the validity, construction and performance of this Agreement. The parties submit to the non-exclusive jurisdiction of the English courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation, save that nothing in this Agreement will restrict a party from seeking injunctive relief in any jurisdiction.
11.6 By clicking I accept, You have agreed to be bound by the terms and conditions of this Agreement. The signature of a Party via a scanned or digitized image of a handwritten signature (e.g. scan in PDF format) or an electronic signature (e.g. via DocuSign), shall also have the same force and effect as an original handwritten signature for the purposes of validity, enforceability and admissibility.
