qBraid Terms of Service

1. Acceptance of Terms

By registering for, accessing, or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms and any policies referenced herein. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. We may update these Terms from time to time. Updates will be effective when posted on our website. Your continued use of the Services constitutes acceptance of the updated Terms.

2. Permitted Use of Services

You agree to use the Services only for lawful purposes and in compliance with these Terms. You must not:

• Use the Services in any way that violates applicable laws or regulations.
• Interfere with or disrupt the Services or any related servers or networks.
• Reverse engineer, decompile, or attempt to extract the source code of our software.
• Use the Services to develop or deploy malicious software or algorithms.

3. Documentation & Updates

qBraid may provide documentation to support your use of the Services, such as user guides and reference materials ("Documentation"). From time to time, we may update the Services and Documentation to enhance performance, improve security, or comply with legal requirements. If we make significant changes to the Services that reduce core functionality, we will provide at least 12 months' advance notice, unless urgent legal, security, or intellectual property concerns require quicker action.

4. Third-Party Content and Integrations

The Services may provide access to third-party software, data, or services ("Third-Party Content") for your convenience. qBraid does not endorse or assume responsibility for Third-Party Content. Your use of such content is at your own risk and may be governed by separate terms and conditions.

5. Your Responsibilities

5.1 Accounts & Credentials

To access certain Services, you must create a qBraid account linked to a valid email address. Unless otherwise permitted by the Services Terms, you may only create one account per email address. You are responsible for keeping your account credentials secure and confidential. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Notify us immediately if you suspect any unauthorized use of your account or a security breach at rickyyoung@qbraid.com.

5.2 User Posted Content

By posting, uploading, or otherwise sharing any content through the Services ("User Content"), you grant qBraid a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, adapt, modify, publicly display, User Content as necessary to operate, improve, and provide the Services. This license remains in effect only as long as you continue to use the Services or until you remove the User Content, whichever occurs first.

You retain all rights, title, and interest in and to any User Content that you submit, post, upload, or otherwise provide while using the Services. You represent and warrant that you own or have the necessary rights and permissions to grant this license for any User Content you provide and that your User Content does not infringe or violate any third-party rights or applicable laws.

5.3 Security and Backup

You are solely responsible for maintaining the security, confidentiality, and backup of any User Content shared through the Services. qBraid is not liable for any loss, damage, or unauthorized access to User Content. You are encouraged to take appropriate measures to protect your content, including using strong passwords, and regularly backing up your data. By posting User Content, you acknowledge and agree that you bear the responsibility for safeguarding it and ensuring its security.

5.4 End Users

You are solely and fully responsible for all activity, actions, and content posted, uploaded, or otherwise shared through your account. This includes, but is not limited to, any content or actions taken by end users who access the Services through your account or by using your credentials.

You agree to ensure that all end users who access the Services through your account comply with these Terms and any applicable policies; and, accept full responsibility for any consequences, including legal and financial liability, arising from actions taken by end users under your account, even if those actions violate applicable laws, infringe on third-party rights, or breach these Terms.

By using the Services, you acknowledge that you are responsible for monitoring and managing end-user access and ensuring compliance with all applicable laws, regulations, and policies.

5.5 Disk Usage and Data Retention

Disk Usage Quotas:

Users are allocated a limited amount of disk storage based on their subscription tier. It is the user's responsibility to monitor their storage usage and ensure compliance with their assigned quota.

Exceeding Disk Usage Quotas:

• If a user exceeds their allocated disk space, they will be notified and prompted to delete files to return within their quota.
• Failure to comply within the allotted time frame will result in the suspension of the user's qBraid Lab instance. Upon logging back in, the user will be required to reduce their disk usage before resuming services.
• This process will repeat until the user meets the disk usage quota.

Data Retention and Inactivity Policy:

qBraid reserves the right to manage storage resources by offloading inactive user data to long-term archival storage ("cold storage"). For free-tier users, if no login activity occurs for one (1) month, qBraid may take actions to optimize storage, which may include but are not limited to:

• Removing installed environments
• Transferring user files to cold storage or other archival solutions.
• Users may be able to restore their files and environments upon logging back into qBraid Lab, subject to the current data retrieval process.

Permanent Data Deletion:

• If a user does not access their files from cold storage within an additional five (5) months (a total of six (6) months of inactivity), their data will be permanently deleted.
• Users will receive email notifications one (1) month before permanent deletion and a final notice one (1) week before deletion, providing an opportunity to retrieve their data.

6. Fees and Payment

6.1 Fees

You agree to pay all applicable fees for the Services as outlined on our website or in any Order Form you enter into with us. Unless otherwise stated, fees are calculated and billed on a monthly basis, or as specified. All amounts due are payable in full, without setoff or deduction, and are non-refundable.

6.2 Quantum Jobs and qBraid Credits

qBraid Credits operate on a pay-as-you-go basis. Before a Quantum Job is submitted, an estimated cost is deducted and placed in escrow. Submission proceeds only if the user has sufficient credits.

Final Cost Adjustments:

• If the final cost is lower than the estimate, the difference is refunded.
• If the final cost exceeds the estimate, the additional amount is deducted from the user's balance.
• If this deduction results in a negative balance, the job is placed on HOLD, and results remain inaccessible until the balance is restored to zero or above.

Users are responsible for maintaining a positive balance to avoid service interruptions.

6.3 Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and other governmental assessments, except for taxes on qBraid's net income. If qBraid is required to collect taxes, such amounts will be added to your invoice.

6.4 Payment Terms

Payment is due as stated on your invoice. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law. If you are delinquent on payments, qBraid may suspend or terminate your access to the Services.

7. Suspension of Services

7.1 Suspension for Cause

We may suspend your access to the Services if your use presents a security or legal risk, you or your End Users materially breach these Terms, you fail to meet payment obligations, suspension is required by law or a government order, or if you or your End Users engage in cryptocurrency mining, excessive consumption of system resources, or any activity that disrupts system stability, performance, or availability. By using the Services, you agree to comply with all usage policies designed to protect the security, stability, and reliability of the system.

7.2 Notice of Suspension and Resolution

We will notify you of the suspension when feasible and restore access once the reasons for suspension are resolved. Suspension does not waive your payment obligations for the duration of the suspension period. We will provide notice of suspension when practicable and restore Services once the reasons for suspension are resolved. Suspension does not relieve you of payment obligations for the period of suspension.

8. Term; Termination

8.1 Term

These Terms will remain in effect until terminated by either you or us as described below.

8.2 Termination by You

You may terminate this Agreement at any time by closing your qBraid account and discontinuing all use of the Services. Please note that any prepaid fees are non-refundable in the event of termination.

8.3 Termination by qBraid

We may terminate this Agreement for any reason, subject to 30 days' prior notice. We will provide you with notice if we believe you are in material breach and terminate this Agreement immediately if you fail to cure the breach within 30 days after notice.

Additionally, qBraid reserves the right to temporarily suspend, restrict, or terminate access to services, including but not limited to qBraid Lab, Quantum Jobs, qBraid File Storage, and related services, under the following circumstances:

• Exceeding disk usage limits and failing to comply with reduction requests after multiple notifications.
• Failure to maintain activity as required under section 5.5, part 3 Data Retention and Inactivity.
• A negative qBraid credits balance (i.e., credits drop below zero) as outlined under section 6.2, Quantum Jobs and qBraid Credits.
• Violation of any other applicable policies outlined in these Terms.

In cases of suspension, qBraid will provide notice where reasonably possible. If access is restricted due to a negative balance, service may be reinstated upon resolution of the outstanding balance. If termination occurs, all associated user data may be deleted in accordance with our Section 5.5.3 Data Retention and Inactivity Policy.

8.4 Effect of Termination

Upon termination, you must stop using the Services and delete all qBraid content in your possession. You remain responsible for any fees incurred up to the termination date. If your account is in good standing and all outstanding amounts are paid, we will provide a commercially reasonable period (e.g., 30 days) for you to retrieve Your Content after termination.

9. Proprietary Rights and Licenses

9.1 Your Content

Except as provided in this Agreement, qBraid obtains no rights under this Agreement from you or your licensors to Your Content. You retain all intellectual property rights to Your Content.

9.2 qBraid Materials and Improvements

qBraid retains all rights to the Services, including all underlying technologies, software, and related intellectual property. If you provide feedback, suggestions, or improvements ("Improvements"), you hereby assign to qBraid a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to such Improvements. You agree that qBraid may use Improvements without restrictions.

9.3 Infringement Remedies

If qBraid reasonably believes the Services may infringe a third party's Intellectual Property Rights, qBraid may, at its sole option and expense:

• (i) procure the right for you to continue using the Services;
• (ii) modify the Services to be non-infringing without materially reducing their functionality; or
• (iii) replace the Services with a non-infringing alternative that has materially equivalent functionality.

9.4 License Restrictions

You may not (a) reverse engineer, decompile, or otherwise attempt to extract source code from the Services, (b) resell or sublicense the Services without prior written consent, or (c) use the Services to circumvent fees or usage limits. Any violation of this provision shall constitute a material breach of these terms.

To ensure compliance with these terms, qBraid reserves the right to audit your use of the Services upon reasonable notice. You agree to cooperate with such audits and provide access to relevant records and systems as reasonably requested by qBraid.

9.5 Feedback

If you provide suggestions or feedback to qBraid, we may use such feedback without obligation to you.

10. Confidentiality

10.1 Obligation

For purposes of these Terms, "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees not to disclose the other party's Confidential Information except to individuals who have a legitimate need to know it and are bound by confidentiality obligations. Each party shall use at least a reasonable standard of care to protect the other party's Confidential Information from unauthorized access, use, or disclosure.

10.2 Required Disclosure

Either party may disclose Confidential Information as required by law, provided it uses reasonable efforts to give prior notice to the other party.

Any obligations regarding the protection of Confidential Information, as set forth in these herein, shall survive termination and remain binding until such information becomes publicly available through no fault of the receiving party or as otherwise specified in this Agreement.

11. Indemnification

11.1 By qBraid

qBraid will defend and indemnify you against third-party claims that the Services infringe that third party's intellectual property rights, subject to certain exclusions and conditions.

11.2 By You

You will defend and indemnify qBraid against third-party claims arising out of Your Content or your use of the Services in violation of these Terms or applicable law.

11.3 Procedures

The indemnified party must promptly notify the indemnifying party of any claim and cooperate with its defense. The indemnifying party has sole control over the defense and settlement.

11.4

If qBraid reasonably believes that the Services may infringe a third party's Intellectual Property Rights, then qBraid may, at its sole option and expense: (i) procure the right for you to continue using the Services; (ii) modify the Services to be non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing alternative that has materially equivalent functionality.

12. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS." QBRAID AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

13. Limitation of Liability

13.1 Indirect Damages

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

13.2 Liability Cap

TO THE EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO QBRAID FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

14. Modifications to the Agreement

We may modify this Agreement from time to time. We will post any modifications on our website. Material changes will become effective after 30 days. By continuing to use the Services after the effective date, you agree to the modified terms.

15. Miscellaneous

15.1 Assignment

You may not assign this Agreement without our prior written consent. We may assign our obligations under these Terms in connection with a merger, acquisition, or sale of assets.

15.2 Entire Agreement

This Agreement, including any referenced Policies, constitutes the entire agreement and supersedes all prior agreements relating to its subject matter.

15.3 Force Majeure

Neither party will be liable for delays or failures to perform due to causes beyond their reasonable control, such as natural disasters, terrorism, riots, acts of God, or governmental actions. Payment obligations are not subject to the terms of this provision.

15.4 Disaster Recovery

Disruption and Service Availability We strive to maintain the availability and reliability of the Services, we recognize that disruptions can occur due to unforeseen events such as natural disasters, system failures, or cyberattacks. In the event of such a disruption, we will take reasonable steps to restore Service as quickly as possible. We maintain regular backups of all user data to mitigate the risk of data loss. However, We cannot guarantee that any data will be preserved without interruption or loss. Users are encouraged to regularly back up their own data and take necessary precautions to prevent loss of important information. We shall not be held liable for any loss, damage, or interruption of Service caused by a disaster or other event outside our reasonable control. This includes, but is not limited to, natural disasters, power outages, network failures, or cyberattacks.

15.5 Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Illinois, excluding its conflict of law principles. Any disputes arising from or related to these Terms shall be resolved exclusively in the state or federal courts located in Illinois, United States. Both parties consent to the personal jurisdiction of these courts. Each party shall bear its own attorneys' fees and expert costs, regardless of the arbitrator's final ruling on the dispute.

15.6 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights.

15.7 Severability

If any provision is deemed invalid, the remaining Terms remain in effect.

15.8 No Waiver

A party's failure to enforce any provision of this Agreement is not a waiver of its right to do so later.

15.9 Export control

You agree to comply with all applicable export control laws, including but not limited to U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and similar laws governing the export or re-export of quantum computing technology. You represent that you are not located in a sanctioned country or on a prohibited party list.

15.10 Survival

The provisions of these Terms of Use that, by their nature, should survive termination shall remain in full force and effect. Such provisions include, but are not limited to, ownership provisions, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability, and dispute resolution terms.

Contact Information:

If you have any questions regarding this Agreement, please contact qBraid at contact@qbraid.com