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These user terms ("User Terms") govern your use and access of the Strangeworks web-based software platform for hosted quantum computing services, websites, and any related services and features (the "Services"), as well as any software, application programming interface, software development kit, tools, content, documentation, or other materials (the “Software”) provided by Strangeworks, Inc. and our corporate affiliates (collectively, "we","us", or "Strangeworks") for use in connection with the Services. These User Terms are a binding legal agreement between you, an individual user, or if applicable, the business or organization you represent ("you") and Strangeworks.
If you access or use the Services or Software on behalf of a business or organization, such as your employer, you represent and warrant that you have the authority to bind that business or organization to these User Terms, and your acceptance of these User Terms will bind such business or organization to these User Terms.
Please be aware that these User Terms include, among other things, a binding arbitration provision that requires you to submit to binding and final arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Please see Section 14, below.
Please read these UserTerms carefully, as they may have changed. Though your access and use of the Services andSoftware is governed by the User Terms effective at the time, please note that we may revise and/or update these User Terms from time to time in our sole discretion. If we make changes to these User Terms, we will notify you by email or by posting a notice through the Services prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made.
The Strangeworks Services may include both paid-for Services and free Services for which no fees are charged. We may, either after an initial free trial period or at the beginning of your access to the Services, charge an automatically-renewing subscription fee for your use of the Services and/or Software ("Paid Services").  Fees for Third-Party Services may be charged separately from Paid Services on an as-used, subscription, or consumption basis and are subject to modification from time to time at the discretion of third-party providers (“Third-Party Fees”).
By accessing or using any of the Services or Software, you agree to these User Terms and any policies that are incorporated by referenced within (or which we may present to you for review and acceptance at the time you subscribe to the Services) including the Strangeworks privacy policy (our "Privacy Policy"), hereby incorporated by reference, which also applies to your use of the Services and Software and which sets out the terms on which we process any personal data we collect from you, or that you provide to us.
By clicking a button or checking a box marked "I accept," (or something similar), otherwise electronically consenting to use the Services, or accessing or using the Services or downloading the Software: Â
(a) You acknowledge that you’ve read, understood, and accept these User Terms and any additional documents or policies referred to in or incorporated into these User Terms;
(b) If these User Terms have materially changed since you last accessed or used the Services or downloaded the Software, you acknowledge and agree that your continued access or use of the Services and/or  Software constitutes your acceptance of the changed User Terms;
(c) You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these User Terms and form a legally binding contract with us, either on behalf of yourself or the business or organiztion that you represent.  You may not use the Services if you are younger than sixteen (16) years old. If you are sixteen (16) years old or older but you have not yet reached the age of majority where you live and are unable to form a binding contract under applicable law, you represent and warrant that you have your parent’s or legal guardian’s permission to use the Services and Software, and that your parent or legal guardian is agreeing to these User Terms concurrently; and
(d) You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing.
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a. Access to Services. We grant you permission to access and use the Services during the Term (as defined in Section 10(a)) subject to the restrictions set out in these User Terms. It is a condition of your use of the Services that the information you provide is correct, current, and complete. Your use of the Services is at your own risk. You are responsible for making all arrangements necessary for you to have access to the Services. From time to time, we may either (i) change the Services (either by adding, removing, or modifying certain features of the Services) (a "Service Change") or (ii) make the Services unavailable due to upgrades, replacements, and/or other maintenance (a "Service Suspension"). In the case of a Service Suspension, we will use commercially reasonable efforts to resume providing access to the Services following such Service Suspension after the event giving rise to such Service Suspension is cured. We will have no liability for any damages, losses, or any other consequences that you or any third party may incur as a result of a Service Change or a Service Suspension; provided, that if features of the Paid Services are materially degraded due to a Service Change or a Service Suspension, we may cancel all or part of the Paid Services and in our sole discretion refund all or a portion of any amounts paid.
b. Software License Grant. Certain downloadable Software will be made available to you as part of the Services. Subject to the terms and conditions of these User Terms, we hereby grant you a limited, non-exclusive, non-transferable, license to download the Software solely for your own use. The license granted herein is expressly conditioned on your continued compliance with the terms and conditions of these User Terms. These User Terms permit you to use the Software for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit all or any part of the Software, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (collectively, the “Content”) in the Software, except as follows:
c. Ownership of Strangworks Intellectual Property. We (or our licensors) own the Services, the Software, and any machine learning (including machine learning algorithms) and system performance data and information generated by us (including data generated in aggregate form in connection with your use of the Services and the Software), you or third parties in connection with the Services and the Software, including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Services and data, information, and machine learning, such as patents, patent applications, copyrights, copyrightable works of expression, trademarks, service marks, trade names, rights of publicity and privacy, moral rights, know-how, trade secrets, software and database rights ("IP Rights"), any and all applications, registrations, renewals, or derivatives in connection with the foregoing IP Rights, all rights to obtain, register, perfect and enforce these IP Rights throughout the world, and any and all actions and rights to sue at law or in equity for any past or future infringement or other impairment of the foregoing IP Rights. Except as expressly provided herein, we do not grant you any express or implied rights, and all rights in and to the Services and the Software are retained by us.
d. Restrictions on Use of Services and Software. Your use of the Services and Software is limited to the scope of the license granted in these User Terms and these User Terms do not permit you to use the Services and Software other than as provided herein. You acknowledge and agree that except as otherwise authorized under these User Terms or otherwise specified in writing between the parties:
i. You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, grant a security interest in, or otherwise transfer any rights to, or commercially exploit, the Services or the Software or use the Services to run, or as part of, a service bureau, outsourced, or managed services arrangement;
ii. You shall not copy, reproduce, republish, upload, post, transmit or distribute the Software in any way;
iii. You shall not modify, translate, alter, adapt, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute or display, or create derivative works, compilations or collective works based on the Services or the Software;
iv. You shall not knowingly or negligently permit other individuals or entities to use or copy the Services or the Software, or create Internet “links” to the Services or “frame” or “mirror” the Services on any other server or wireless or Internet-based device;
v. You shall not access the Services or Software for any reason, including without limitation, in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Services or Software, (iii) copy any ideas, features, functions or graphics of the Services or the Software, (iv) monitor its availability, performance or functionality, or (v) for any other benchmarking or competitive purposes;
vi. You shall not attempt to use or gain unauthorized access to our data, accounts, hosts, systems or networks or any of our customers or suppliers, or those of any other party; breach the security of another user or system, or attempt to circumvent the user authentication or security of any host, network, or account, including, without limitation, accessing data not intended for you or logging into or making use of a server or account you are not expressly authorized to access;
vii. You shall not attempt to probe, scan or test the vulnerability of any of our systems, accounts or networks of or any of our customers or suppliers;
viii. You shall not interfere, or any attempt to interfere, with service to any user, host or network including, without limitation, mail-bombing, flooding, and attempting to deliberately overload the system or distribute programs that “crack,” or make unauthorized changes to, the Services or the Software;
ix. You shall not forge any TCP-IP packet header or any part of any header information, falsify, alter or remove address information or other modification of e-mail headers; collect responses from unsolicited bulk messages, falsify references to the Services or the Software, by name or other identifier, in messages; impersonate any person or entity, engage in sender address falsification, forge anyone else’s digital or manual signature, or perform any other similar fraudulent activity;
x. You shall not restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent, purpose or knowledge, to use or enjoy the Services (except for tools for safety and security functions), including, without limitation, posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or generating levels of traffic sufficient to impede others’ ability to use, send, or retrieve information;
xi. You shall not restrict, inhibit, interfere with, or otherwise disrupt or cause a performance degradation, regardless of intent, purpose or knowledge, to the Services or any of our hosts, servers, backbone networks, nodes or services, or otherwise cause a performance degradation to any of our facilities used to deliver the Services; and
xii. You shall not create or use any program, tags, markers, bots, mousetraps, hijackers or other similar computer routines or sub-routines to automatically access or manipulate the Services.
e. Feedback. If you send or transmit any communications or materials to us via the Services, by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services or Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, ideas, enhancements, improvements, feedback, development requests, or other information ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation
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a . User Accounts. To access and use the Services, you must register an account with Strangeworks (a "User Account"). When you create a User Account, we may ask you to provide certain registration details or other information about yourself, such as your email address, profile name, password, bank account, and other pieces of information. You are responsible for all activities that occur in connection with your User Account. You will treat as confidential your User Account access credentials and will not to disclose them to any third party. You agree to immediately notify us at legal@strangeworks.com if you have any reason to believe that your account credentials have been compromised or if there is any unauthorized use of your account or password, or any other breach of security. You may not impersonate someone else to create a User Account, create or use a User Account for anyone other than yourself, permit anyone else to use your User Account, or provide personal information for purposes of User Account registration other than your own.
b. Disabling User Accounts. We have the right to disable or close any User Account at any time and for any reason or no reason. We will have no liability for any damages, losses, or any other consequences that you or any third party may incur as a result of disabling or closing your User Account; provided, that you have signed up for Paid Services, we may, under certain circumstances and in our sole discretion, refund all or a portion of any amounts paid.
a. Paid Services. We may charge you a fee for the Paid Services (a "Fee"), which will first be charged either at the expiration of your free trial period (if any) or when you register for a User Account, unless otherwise specified. The Fee is exclusive of any applicable federal, state, municipal or other taxes or duties, including VAT and GST (collectively, "Applicable Taxes"), unless otherwise specified. Your ability to access the Paid Services begins on the date you pay the applicable Fee and Applicable Taxes (if any) and continues on an annual or month-to-month basis, depending on the Paid Services you have purchased. We will automatically renew your access to the Paid Services by charging the Fee plus any Applicable Taxes to the payment method you provided to us.
b. Opt-Out. Unless you affirmatively opt out of automatic renewal, you hereby authorize us to renew or begin the Paid Services automatically at the end of each month. If you opt out of automatic renewal, your access to the Paid Services will terminate at the end of the month in which you opt out. You must maintain accurate and up-to-date payment information. We assume no responsibility or liability if your access to the Paid Services fails to renew or otherwise expires because of outdated or incorrect payment information.
c. Cancellation. You may cancel the Paid Services at any point by following the instructions in your User Account or the instructions included in your purchase confirmation email. If you cancel the Paid Services, your access to the Paid Services will continue until the last day of the month in which you cancelled, at which point it will expire. Purchase of the Paid Services is final and non-refundable; if you cancel or opt out, we will not issue you any refund, including partial or pro-rated refunds, unless required to do so by law.
d. Changes. Without limiting Section 1(a), we reserve the right to modify, offer additional, or cease offering the Paid Services at any time in our sole discretion, including but not limited to changes in Fees, modifying the availability of, and eligibility requirements for, certain Paid Services, or modifying the features and functionality of certain Paid Services. We will provide you with thirty (30) days prior notice to your User Account or via email before changes in Fees take effect. Any changes to the Fees will be effective upon your next billing cycle and will not apply retroactively or to the remainder of your current month. In the event we do migrate you to different Paid Services, or modify the Fee, you may opt out of these changes by disabling auto-renewal of the Paid Services or cancelling the Paid Services, but we will not issue you any refund, including partial or pro-rated refunds, unless required to do so by law. In addition to, and without limiting, the foregoing, you may add additional Paid Services at any time, in which case additional Fees will apply as of the date you elect to add such additional Paid Services.
a. Term. These User Terms begin on the day you click "I accept" or otherwise indicate your assent and continue until one party terminates these User Terms pursuant to the below subsection (b) or (c) (the "Term").
b. Termination by you. You may terminate these User Terms at any time by closing your User Account and discontinuing your use of the Services and Software.
c. Termination by us. We may close your User Account, suspend your ability to use certain portions of the Services and Software, and/or ban you altogether from the Services and Software for any or no reason, and without notice or liability of any kind.
d. Survival. The following provisions will survive the termination of these User Terms: 1(b); 1(c); 1(d); 2(b); 3; 4(d); 5(d); 7 through 11; and 12 through 17.
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a. User Code. As part of your access and use of the Services and Software, you may create software code or upload software code to the Services (collectively, "User Code"). You own your User Code and Strangeworks does not claim any ownership rights to your User Code; provided, however, that you hereby irrevocably grant us a world-wide, non-exclusive, royalty-free, license to (i) access, reproduce, modify, use and otherwise exploit User Code in connection with the Services and (ii) to create derivative works (by aggregating and/or anonymizing) of User Code to develop, enhance, provide and improve the Services and Software. You represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of User Code as described herein.
b. User Content. As part of your access and use of the Services and Software, you may upload to the Services content, including, without limitation, text, images, and audio and video content (collectively, "User Content").  You own your User Content and Strangeworks does not claim any ownership rights to your User Content; provided, however, that you hereby irrevocably grant us a world-wide, non-exclusive, royalty-free, license during the Term to access, display, reproduce, modify, translate, remove, analyze, and prepare derivative works of User Content to develop, enhance, provide, and improve the Services and Software. You irrevocably waive, and cause to be waived, against us and our users any claims and assertions of moral right or attribution with respect to User Content. We are not and will not be under any obligation, except as otherwise expressly set forth in these User Terms or our other policies, (i) to maintain any User Content in confidence; (ii) to pay you any compensation for any User Content; (iii) to credit or acknowledge you for User Content; (iv) to respond to User Content; or (v) to exercise any of the rights granted herein with respect to User Content.  We are not responsible for, and will not be liable for, User Content and you post User Content at your own risk. Without limiting the foregoing, you understand and acknowledge that you alone are responsible for User Content, and you, not us, assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in User Content that makes you or anyone else personally identifiable. You represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of User Content as described herein. You may not imply that User Content is in any way sponsored or endorsed by Strangeworks. We reserve the right to remove User Content without prior notice for any reason, including, without limitation, if we are notified or have reason to believe that User Content infringes on another's intellectual property rights.
c. Restrictions. Your User Content and User Code shall not: (i) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these User Terms; (v) be likely to deceive or confuse any person; (vi) promotes or assists in any illegal activity; (G) involve contests, sweepstakes, barter, advertising, or pyramid schemes; (vii) involve the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; or (viii) contain restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page).
d. Third-Party Content. As part of your access and use of the Services and Software, you may be exposed to content that originates from parties other than Strangeworks, including, without limitation, code, articles, text, images, and other media content ("Third-Party Content"). We are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Third-Party Content, and such Third-Party Content is not the responsibility of Strangeworks. We do not endorse any Third-Party Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with such Third-Party Content.
To the extent you use Strangeworks’ marketplace (the “Marketplace”) to sell or otherwise distribute User Code or User Content, the terms in this Section 5 apply. To the extent of any conflict between the terms in this Section 5 and any other term in these User Terms or elsewhere between the parties, the terms in this Section 5 shall govern.
a. Your Listings and Content. You grant us a license to display any User Code or User Content posted by you in the Marketplace (the “Product Listings”). You grant us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to host, use, distribute, modify, run, copy, publicly perform, make available, display, translate, and create derivative works of the Product Listings and any other content, data, or information shared by you or on your behalf or accessed by us in connection with the Marketplace, including photos and videos (together with Product Listings, your “Seller Content”). You represent and warrant that you have all necessary rights in Seller Content to grant us the licenses and rights set forth in these Seller Terms.
b. Full Disclosure. You are responsible for your Product Listings. Even if we host and display your Seller Content in the Marketplace, you are solely responsible for your Seller Content. You must ensure that all Seller Content is true, accurate and complete at all times, including without limitation the description, price, applicable taxes or fees, shipping information, required legal disclosures and other advertisement, offer or promotional content. You are solely responsible for setting the price of products or services you offer.
c. Terms of Sale. You must ensure that your Product Listing provides potential purchasers with the terms, conditions and policies that apply to the transaction for that product. You are responsible for displaying, keeping up to date and honoring any sales, returns and/or privacy policies and all other relevant terms or information or disclosures related to your Product Listings that you want to apply to your interactions with potential purchasers or that are otherwise required by law. Any such terms, information, or disclosures do not bind us and must not conflict with these Seller Terms or our other applicable terms and policies.
d. Taxes. You are responsible for applicable taxes relating to your Product Listings. Even if we host and display your Seller Content in the Marketplace, you are the seller of record and agree to comply with all applicable tax laws and ordinances. Except as otherwise provided in these User Terms, you are solely responsible for all determinations, calculations, collections, withholdings, reporting, and remittance of applicable taxes, duties, fees, surcharges and additional charges (“Taxes & Fees”) for sales that result from your use of the Marketplace. You are solely liable for all liabilities, including without limitation, any penalties or interest taxing jurisdictions may assess as a result of the under remittance or non-remittance of any Taxes & Fees imposed on your products or services.
e. Compliance. You must comply with our terms and all applicable laws when you use the Marketplace. Your products and services, Seller Content and use of the Marketplace must comply at all times with these terms, our other applicable terms and policies and applicable laws, rules, and regulations. You agree that you are solely responsible for determining that the Marketplace is suitable for your intended use.
f. Pirated Products. Sales of copyright protected or pirated products and sales prohibited by government sanctions are strictly prohibited. Without limiting the generality of the policies set forth above, you are expressly prohibited from displaying, promoting, offering, marketing or selling pirated or misappropriated products or services through the Marketplace. You may not use the Marketplace in connection with any activities, individuals or entities that are located in a country or region that is subject to comprehensive U.S. sanctions law or in a manner that would otherwise violate applicable U.S. or non-U.S. trade sanctions laws.
g. Customer Service. You are responsible for providing customer service to purchasers in connection with your products and services. You are responsible for providing, managing, paying for, and fulfilling any sales, warranty and customer service, returns, refunds or accommodations to purchasers in connection with your use of the Marketplace.
h. Our Reviews Rights. We may review your Seller Content to ensure the integrity of the Marketplace, but this does not change your obligations to us or to your purchasers. These reviews may include automated or other audits of your Seller Content to verify compliance with these terms and applicable law, but do not mean that we assume any responsibility or liability or otherwise agree to modify your responsibilities and liabilities under these terms and applicable law.
i. Termination. We may modify or cease providing the Marketplace at any time. We may modify or cease operating the Marketplace, with or without prior notice or liability to you.
j. Testing. We may test improvements that affect your use of the Marketplace. From time to time, we test improvements to our users, which may impact how your Seller Content is displayed or your use of the Marketplace. Such testing is designed to improve the effectiveness of our service, but we are not responsible for impacts to you that may arise from it.
k. Ratings. We may make ratings and reviews available about you and your listings. We may display ratings and reviews related to you or your Product Listings. We have no responsibility for the content of such ratings and reviews. Except for those ratings and reviews which are part of your Seller Content, you do not own or have any rights in or to such content. You understand we may use automated software to present more useful ratings and reviews to Users. Any ratings or reviews you submit shall comply with our policies and applicable law. Without limiting the foregoing, you may not submit or cause or allow others to submit illegitimate or inauthentic ratings or reviews.
l. Privacy. You will cooperate with us to help ensure privacy of the users of the Marketplace. You will promptly notify us in writing when you become aware of a security incident or receive notice of any regulatory or enforcement inquiry regarding privacy or data security in connection with your use of the Marketplace, unless you are otherwise instructed by a law enforcement or regulatory agency. You will cooperate with us in investigating and remediating a security incident and in responding to a regulatory inquiry or enforcement.
m. Enforcement. We reserve the right to review your use of our Marketplace and take any actions we deem necessary or advisable in our discretion to protect us or our users, which may include remedies up to and including suspension or termination of any or all our services to you. Our failure to enforce any part of our terms or policies is not a waiver of our right to do so at a later date.
n. Indemnification. You agree to indemnify and hold us harmless from and against any claims (including but not limited to claims for property damage, bodily injury or death, and to the extent permitted by law, claims based on our negligence), damages, losses and expenses of any kind (including reasonable legal fees and costs) (collectively, “Claims”) arising from or related to your sale of products using our Marketplace, the products you sell using our Marketplace, your acts or omissions with respect to User Code and User Content or any breach or alleged breach of these terms. In addition, you agree to indemnify and hold us harmless from all Claims related to Taxes & Fees, including any penalties and interest (“Tax Liabilities”) that may result from your use of the Marketplace. You agree that (a) we have no liability to you or any taxing jurisdiction for any Tax Liabilities; (b) you are solely responsible and liable for payment of Tax Liabilities; and (c) you shall not seek reimbursement from us for Tax Liabilities.
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STRANGEWORKS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE SERVICES Â AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEITHER STRANGEWORKS NOR ANY PERSON ASSOCIATED WITH STRANGEWORKS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER STRANGEWORKS NOR ANYONE ASSOCIATED WITH STRANGEWORKS REPRESENTS OR WARRANTS THAT THE SERVICES, THE SOFTWARE, OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THIRD-PARTY SERVICES (AS DEFINED BELOW)) WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES, THE SOFTWARE, OR ANY OTHER ITEMS OBTAINED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THIRD-PARTY SERVICES) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
a. Third-Party Services. You acknowledge and agree that your access and use of, and the proper performance of, the Services and Software is dependent on the performance of services operated and/or provided by third parties, including, without limitation application programming interfaces (APIs), quantum processors, quantum computing software, quantum simulators and emulators, other quantum computing hardware, and/or other services operated or provided by third parties (collectively, "Third-Party Services") that are controlled by third parties (i.e., not Strangeworks) and that Strangeworks has no control over such third parties or Third-Party Services. Therefore, you use the Third-Party Services at your own risk and are responsible for your use of Third-Party Services, including, without limitation, being fully responsible and liable for any additional costs or expenses (i.e. Third-Party Fees) associated with Third-Party Services, procuring any and all rights necessary for your access to Third-Party Services, and compliance with the applicable third parties' terms and conditions applicable to your use of Third-Party Services. In addition to the termination rights we have in these User Terms, we may terminate your access to the Services and Software if you violate the terms or conditions applicable to your use of any Third-Party Services.
b. Third-Party Sites. As is typical online, the Services and Software may contain hyperlinks to other websites and/or resources that are not controlled or operated by Strangeworks ("Third-Party Sites"). If there are Third-Party Sites linked to on the Services of Software, either by Strangeworks or by you, these links are provided only for the convenience of our users. We have no control over the contents of Third-Party Sites, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third-Party Sites linked to the Services or Software, you do so entirely at your own risk and subject to the User Terms and the terms and conditions of use for such websites.
a. Confidential Information. "Confidential Information" meansany business or technical information disclosed by or on behalf of either partyto the other under these User Terms, that is designated as confidential at thetime of disclosure. With respect to Strangeworks, Confidential Informationincludes, but is not limited to, all Strangeworks product designs,capabilities, specifications, drawings, program code, mask work designs,models, documentation, components, software, test and development boards,hardware reference codes and platforms, architectures, agreement terms,financial and pricing information, business and marketing plans, actual andpotential customers and suppliers, information regarding the skills and compensationof Strangeworks employees, and non-public elements of the Strangeworks Servicesand Software.
b. Obligation of Confidentiality. You agree that you will: (i) hold in confidence and not disclose the Confidential Information to third parties except as permitted by these User Terms or to your employees, agents, or consultants a need-to-know basis (provided, that you will bind any such employees, agents and consultants to the confidentiality restrictions set forth herein and will be responsible for any breach of the confidentiality restrictions set forth herein by such employee, agent, or consultant); and (ii) only use the Confidential Information to fulfill your obligations and exercise your rights under these User Terms.
c. Exclusions. The confidentiality obligations set forth herein do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of yours; (ii) was known by your party before you received the Confidential Information; (iii) is rightfully obtained by you from a third party without breach of any confidentiality obligation; and/or (iv) is independently developed by you without using the Confidential Information. You may also disclose the Confidential Information to the extent required by law or court order, provided you give advanced notice (if permitted by law) to Strangeworks and cooperate in any effort by Strangeworks to obtain confidential treatment for the information.
d. Remedies. You acknowledge that disclosing the Confidential Information will cause irreparable harm to Strangeworks for which damages alone may be insufficient, and therefore that Strangeworks is, and will be, entitled to seek injunctive relief for breach of the confidentiality obligations set forth herein.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL STRANGEWORKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE SOFTWARE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM YOUR USE OF THE SERVICES OR THE SOFTWARE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL STRANGEWORKS BE LIABLE TO YOU (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR MORE THAN THE GREATER OF (1) $1000 OR (2) THE AMOUNT OF FEES YOU PAID TO US FOR THE PAID SERVICES FOR THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM.
THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
As a necessary condition of your use of the Services and/or Software, you agree to be responsible for the consequences flowing from your use of the Services and Software and any violation of these User Terms. Therefore, you hereby agree to defend, indemnify, and hold harmless Strangeworks, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these User Terms or your use of the Services and Software, including, without limitation, (i) any use of the Services, Software, and any related products, services, or materials other than as expressly authorized in these User Terms or your use of any information obtained from the Services and/or Software, (ii) your violation of any term of these User Terms, (iii) your violation of any third party rights, including without limitation intellectual property or privacy rights, (iv) your violation of law, (v) your use of any services provided by third party service providers, (vi) any breach of any of your representations and warranties and (vii) your use of the Services or Software in combination with other material or in a manner not contemplated by these User Terms.
Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found through the Services can be identified and removed using the process listed below, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below.  Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.  We do not and will not make any legal decisions about the validity of your claim of infringement or the possible defenses to a claim.  When a clear and valid notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content or blocking access to it.  We may contact the notice provider to request additional information.  Under the DMCA, we are required to take reasonable steps to notify the user who posted the allegedly infringing content (“Alleged Infringer”).  The Alleged Infringer is allowed under the law to send us a counter-notification.  Notices and counter-notices are legal notices distinct from other regular activities or communications.  We may publish or share them with third parties in our sole discretion (in addition to producing them pursuant to a subpoena or other legal discovery request).  Anyone making a false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys’ fees.  Any person who is unsure of whether certain material infringes a copyright held by such person or a third party should contact an attorney.
To file a DMCA notice, the copyright owner must send in a written letter by fax, regular mail, or email only. Â We reserve the right to ignore a notice that is not in compliance with the DMCA, and we may, but are not obligated to, respond to a non-compliant notice. Â
A DMCA notice must:
1. Identify specifically the copyrighted work(s) believed to have been infringed (for example, “My copyrighted work is the picture that appears at [list location where material is located].”);
2. Identify the Content that a copyright owner claims is infringing upon copyrighted work. The copyright owner must provide information reasonably sufficient to enable us to locate the item on our Service. The copyright owner should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible;
3. Provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and email (if available);
4. If available, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
5. Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
6. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”;
7. Be signed; and
8. Be sent to the following address:
Strangeworks, Inc.
2922 E. Cesar Chavez Street
Austin, TX 78702
Attn: Legal
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You agree that: (i) the Services will be deemed solely based in Texas; and (ii) the Services will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Texas. These User Terms are governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in Travis County, Texas for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Travis County, Texas is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
a. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM STRANGEWORKS. For any dispute with Strangeworks, you agree to first contact us at legal@strangeworks.com and attempt to resolve the dispute with us informally. In the unlikely event that Strangeworks has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these User Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Travis County, Texas, unless you and Strangeworks agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Strangeworks from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
b. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE USER TERMS TO ARBITRATE, YOU AND STRANGEWORKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
You agree that all software used to provide the Services, as well as any Software that is licensed to you pursuant to these User Terms, is "commercial computer software" as that term is defined in the Department of Defense (DoD) Federal Acquisition Regulation Supplement (DFARS) 252.227-7014(a)(1). The U.S. Government acquires the Services subject to these User Terms as specified in Federal Acquisition Regulation (FAR) 12.212 (Computer Software) and 12.211 (Technical Data) and DFARS 227.7202 (Commercial computer software and commercial computer software documentation), as applicable, and any successor regulations. Without limiting the foregoing, any use, modification, reproduction release, performance, display, or disclosure of the Services and Software by the U.S. Government must be in accordance with these User Terms.
You shall comply with all applicable United States export control laws ("Export Control Laws") in your use of the Services and Software. Without limiting the foregoing, you shall not export, or allow the export or re-export of any commodity, software or technology, or any product containing or derived therefrom (collectively, a "Commodity"), in violation of Export Control Laws. You represent that the Services, the Software, and any Commodity will not be used in connection with activities relating to nuclear, biological, or chemical weapons proliferation or missile proliferation. You represent that you are not a person or entity that is (i) located or established in, organized under the laws of, or controlled by the government or by one or more nationals of Cuba, Iran, North Korea, Sudan, Syria, the Crimea Region of the Ukraine, or any other country or territory that may, from time to time, become subject to U.S. export controls for anti-terrorism reasons or designated as a country that is subject to a general prohibition on U.S. persons engaging in financial and/or export transactions; (ii) on any restricted or prohibited party list maintained by the U.S. Departments of Commerce, State and the Treasury; (iii) part of, affiliated with, or controlled by any non-U.S. military organization; or (iv) acting on behalf of or for the benefit of someone designated in (A) through (C) above ((i) through (iv), a "Restricted Party"). If you become a Restricted Party during your access or use of the Services or Software, you shall immediately notify us, and we may immediately terminate access to the Services and Software in our sole discretion. You represent and warrant that you will not grant access to the Services, use the Software, or otherwise provide, export or sell any Commodity to a Restricted Party. You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to use of the Services, the Software, or the export from the U.S. of all Commodities to any location and shall upon request demonstrate to us compliance with all applicable export control and import laws and regulations. You shall immediately notify us if you have any information or suspicion that there may be a violation of applicable Export Control Laws in connection with your use of the Services or Software and shall fully cooperate with all terms in this Section 16, including, but not limited to, cooperating with us during our review or investigation in relation to actual or possible violations of this Section 16.
a. Entire Agreement. Â TheseUser Terms constitute the sole and entire agreement between you and Strangeworks with respect to the Services and the Software and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services and Software unless the parties agree otherwise in writing. The section titles in these User Terms are for convenience only and have no legal or contractual effect.
b. Waiver. No waiver of these User Terms by Strangeworks shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Strangeworks to assert a right or provision under these User Terms shall not constitute a waiver of such right or provision.
c. Severability.  If any provision of these User Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the User Terms will continue in full force and effect.
d. Assignment. Â The User Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Strangeworks' prior written consent but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these User Terms and be void.
e. No Agency. Â Neither these User Terms, nor any content, materials, or features of the Services or Software create any partnership, joint venture, employment, or other agency relationship between us and you. Each party to these User Terms is an independent contractor and you may not enter into any contract or obligation on behalf of Strangeworks or bind us in any way.
f. Force Majeure. Except for payment obligations, neither party will be liable for any delays or failures to perform to the extent due to a cause beyond such party’s reasonable control, which may include natural disasters or acts of God, strikes or work stoppages, acts of war or terrorism, telecommunications disruptions, pandemics or epidemics, quarantines, or other government orders.
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