1QBit Terms of Use Agreement (“Agreement”)

Last Revised: May 5, 2016

This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site owned and operated by 1QB Information Technologies Inc. (“1QBit”), and located at www.1QBit.com and QDK.1QBIT.com and related sites (“1QBit.com”) and related services, on an evaluation basis only.

By using 1QBit.com you agree to be bound by the terms and conditions of this Agreement which includes 1QBit’s Privacy Policy as they may be amended from time to time in the future (see Modifications below).

Agreement Acceptance

By using the software, information, tools, features and functionality located on 1QBit.com (collectively the “Service”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse 1QBit.com website) or you are a “User” (which means that you have signed up with 1QBit). The term “you” or “User” refers to both a Visitor or a User. If you wish to become a User, communicate with other Users and make use of the Service, you must read this Agreement and indicate your acceptance during the Sign up process.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with 1QBit. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

Privacy

For information about 1QBit’s privacy practices, please read 1QBit’s Privacy Policy, which is incorporated into this Agreement. This policy explains how 1QBit treats your personal and corporate information, and protects your privacy, when you access 1QBit.com and use the Service. The Privacy Policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

Description of the Service

Subject to the terms and conditions of this Agreement, 1QBit grants to you, during the term of this Agreement, non-exclusive, limited, personal, non-commercial, non-transferable, non-sublicensable, revocable access to use the evaluation test version of the Service on 1QBit.com for the sole purpose of internal pre-release evaluation and testing.

The Service allows Users to view and use the evaluation version of a quantum development kit without storage or saving of any results, and access to sample documentation and tutorials regarding quantum computing applications. During the evaluation phases of the Service, Users can access the Service at no charge. At any time, 1QBit may require Users to pay to continue using the Service. 1QBit will provide written notice to you that payment will be required, and that you may be required to enter into a new agreement with 1QBit which shall supersede and replace this Agreement

You agree that, if and when the Service, software and 1QBit.com is made commercially available by 1QBit, the features, performance and configuration of the Service, software and 1QBit.com shall be determined by 1QBit at its sole discretion.

Third Party Sites & Content

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under 1QBit’s control, and you acknowledge that 1QBit is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by 1QBit or any association with its operators. You further acknowledge and agree that 1QBit shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Your Profile Information & Confidentiality

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Service. That email address and password, together with any or other user information you provide form your “Profile Information.”

By providing us with your e-mail address, you agree to receive all required notices electronically related to the Service, to that e-mail address. It is your responsibility to update or change that address, as appropriate.

If you become aware of any unauthorized use of your Profile Information, you agree to notify 1QBit immediately at the email address – contact@1QBit.com.

Your Use of the Service

Your right to access and use 1QBit.com and the Service is personal to you and is not transferable or shareable by you to any other person or entity. You agree not to disclose your password to any third party. You are only entitled to access and use 1QBit.com for lawful purposes.

You will provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information.

Your access and use of 1QBit.com may be interrupted from time to time for any reason, including, without limitation, maintenance, updates, malfunctions, security, or other actions that 1QBit, in its sole discretion, may elect to take.

Rights You Grant to Us

You hereby provide a non-exclusive license to 1QBit for any content you provide to us through the Service solely for the purpose of 1QBit providing the Service. By submitting or uploading any content, you represent that you are entitled to submit it to 1QBit for use for this purpose without violating anyone’s rights or any laws, without any obligation by 1QBit to pay any fees or other limitations.

Any ideas, suggestions, concepts, processes or techniques related to the Service, 1QBit.com and 1QBit or its business which you provide to 1QBit (“Feedback”) shall become 1QBit’s property without any compensation or other consideration payable to you by 1QBit, and you do so of your own free will and volition. 1QBit may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative 1QBit may decide into its services, software, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby irrevocably assign all rights on a worldwide basis in perpetuity to 1QBit in any Feedback and, as applicable, waive any moral rights.

Nothing in this Agreement shall be deemed to require 1QBit to make the Service commercially available at any time or on any particular date. 1QBit makes no representation or warranty, express or implied, regarding any such commercially available version becoming available. Nothing in this Agreement shall be deemed to convey to you the rights to use a commercially released version of the Service or any components thereof, if and when such are available. Use of such commercial product shall be subject to a separate agreement between 1QBit and you.

1QBit’s Intellectual Property Rights

All aspects of the Service, 1QBit.com and all information and contents of 1QBit.com, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under Canada, United States and international applicable copyright, trademark, patent and other laws. All aspects and contents of 1QBit.com belong exclusively 1QBit. You have only the limited license to use the Services and 1QBit.com as expressly permitted in this Agreement. Any distribution, reprint or electronic reproduction of any content, materials or Service from 1QBit.com in whole or in part for any other purpose is expressly prohibited.

General Prohibitions

You agree that you will not:

  1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor 1QBit.com or any portion of 1QBit.com, without 1QBit’s express written consent, which may be withheld in 1QBit’s sole discretion;
  1. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search 1QBit.com, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
  1. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of 1QBit.com or the Service; or
  1. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of 1QBit.com or the Service.
  1. Attempt to circumvent or hack any security requirement or process in the use of the Service or 1QBit.com, or attempt to access any part of the Service or 1QBit.com (or any of their related systems, networks, servers or other equipment) for which the User is not authorized to access, or attempt to disrupt in any manner the operation of the Service or 1QBit.com, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to 1QBit.com, or manipulate identifiers in order to disguise the origin of any content transmitted on or through 1QBit.com or the Service, or the source of any content.
  1. License, sublicense, rent or lease the Service to third parties, use the Software for third party training, commercial time-sharing or service bureau use, or otherwise make the Service available to third parties or otherwise commercially exploit the Service.

Rules for Submitting Content

As part of the Service, 1QBit may allow Users to submit different types of content and to control the different types of content it submits.

  1. You are responsible for all content you submit to 1QBit.com and all of the results derived the use or non-use of 1QBit.com or its Service.
  1. By submitting any content to 1QBit or using the Service, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, process, and prepare derivative works of, modify, display, and perform all or any portion of the content in connection with 1QBit’s provision of the Service and our business. You also hereby grant each User a non-exclusive license to access your posted content through 1QBit.com, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of 1QBit.com and under this Agreement.
  1. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate as determined by 1QBit.
  1. You may not post or transmit any message, data, image or program that would violate the property rights or any other rights of others, including, but not limited to, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information of third parties, and trademarks or service marks used in an infringing fashion.
  1. You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of 1QBit.com, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
  1. Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales arrangements, or other business opportunities (including offers of employment or contracting arrangements). You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.
  1. You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.

Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH 1QBit.COM OR PROVIDED THROUGH THE SERVICE OR 1QBit.COM ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. 1QBit MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE CONTENT OR OPERATION OF 1QBit.COM OR OF THE SERVICE YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

1QBit MAKES NO REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON 1QBit.COM OR OF THE SERVICE, or which is derived from OR By the use of 1QBit.com or the Service, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CONTENT AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

1QBit is not responsible for the acts or omissions of, or for the failings of, any third-party provider of any content, service, network, software or hardware, including but not limited to, Internet service providers, telecommunications providers, content provided by other Users, or any software or hardware not provided by 1QBit.

THE SERVICE AND 1QBit.COM IS PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE SERVICE AND 1QBit.COM FOR ANY REASON. YOU AGREE TO USE THE SERVICE AND 1QBit.COM WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF YOUR DATA, HARDWARE AND SOFTWARE.

Limitations on 1QBit’s Liability

1QBit SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OR ACCESS TO 1QBit.COM, THE SERVICE OR THIS AGREEMENT, EVEN IF 1QBit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, 1QBIT’ S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED, IN AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO DIRECT DAMAGES OF $5.00 CANADIAN DOLLARS. ALL CLAIMS THAT YOU MAY HAVE AGAINST 1QBIT WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR HAVE A TRIAL BY JURY FOR ANY MATTER, DISPUTE, PROCEEDING OR ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.

Ending your relationship with 1QBit

This Agreement will continue to apply until terminated by either you or 1QBit as permitted by this Agreement.

You may terminate your use of the Service or 1QBit.com at any time. If you want to terminate your legal agreement with 1QBit, you may do so by notifying 1QBit at any time and closing your account for the Service. Your notice should be sent via email to: contact@1QBit.com.

In addition to 1QBit’s other rights to terminate this Agreement or the Service, 1QBit may immediately terminate this Agreement with you, without cost, charge or liability to you, by sending an e-mail to the email address you provided:

  1. if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
  1. if 1QBit in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
  1. the date of general commercial availability of the Service.

Modifications to the Agreement

1QBit may modify this Agreement from time to time. You will not be notified of any change, and you are responsible to ensure you are aware of any change by checking this Agreement from time to time. The Agreement will always indicate the date it was last revised.

You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

Your only remedy if you disagree with any change to this Agreement is to cease using the Service and 1QBit.com.

Governing Law and Disputes

If there is any dispute between you and 1QBit about or involving 1QBit.com or the Service, by using 1QBit.com or the Service, you agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions. Subject to the requirement to resolve disputes through binding arbitration in the paragraph below, you hereby agree to submit to the exclusive jurisdiction of the courts of the Province of British Columbia in respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, 1QBit.com, or its Service howsoever arising, provided always that 1QBit may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.

Except for any dispute related to the intellectual property rights of 1QBit, any dispute or claim arising out of or relating to this Agreement, including the validity of this arbitration clause, will be settled by final and binding arbitration in accordance with the Arbitration Act (or, as applicable, the International Commercial Arbitration Act) (British Columbia) as may be amended from time to time, with a single independent arbitrator, in Vancouver, British Columbia, in English, provided that the foregoing does not prevent 1QBit from seeking injunctive or other equitable relief to preserve or enforce any right or remedy. Any award of the arbitrator may be entered as a judgement in any court of competent jurisdiction.

Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if 1QBit does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which 1QBit has the benefit of under any applicable law), this will not be taken to be a formal waiver of 1QBit’s rights and that those rights or remedies will still be available to 1QBit.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between you and 1QBit regarding the subject matter of the same, and supersedes and replaces all other previous agreements, including, without limitation all previously posted agreements.