Terms of Service

Strangeworks, Inc.

Last Updated on March 1, 2019


These user terms ("User Terms") govern your use and access of the Strangeworks platform for hosted quantum computing services, related websites, and any related services and features (the "Services"). These User Terms are a binding legal agreement between you or the entity you represent ("you") and Strangeworks, Inc. ("we", "us", or "Strangeworks").

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 11, below.

Please read these User Terms carefully, as they may have changed. Though your access and use of the Services 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.

IMPORTANT: SUBSCRIPTIONS AUTOMATICALLY RENEW.

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 ("Paid Services").

These User Terms refer to the Strangeworks privacy policy (our "Privacy Policy"), hereby incorporated by reference, which also applies to your use of the Services 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 "I accept," otherwise electronically consenting to use the Services, or accessing or using the Services:


(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, you acknowledge and agree that your continued access or use of the Services 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, either on behalf of yourself or the entity that you represent; 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.

1. Accessing the Services.

2. User Accounts.

3. Fees.

4. User Code and User Content.

5. Warranties.

6. Confidentiality.

7. Limit of Liability.

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, 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 THE SERVICES.

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.

8. Indemnification.

As a necessary condition of your use of the Services, you agree to be responsible for the consequences flowing from your use of the Services 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, including, without limitation, (i) any use of the Services, 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, (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 in combination with other material or in a manner not contemplated by these User Terms.

9. Term and Termination.

10. Governing Law.

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.

11. Arbitration and Class Action Waiver.

12. U.S. Government End Use.

You agree that all software associated with the Services that is licensed 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 by the U.S. Government must be in accordance with these User Terms.

13. Export Control.

You shall comply with all applicable United States export control laws ("Export Control Laws") in your use of the Services. 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 Service 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, you shall immediately notify us, and we may immediately terminate access to the Services in our sole discretion. You represent and warrant that you will not grant access to the Services 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 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 and shall fully cooperate with all terms in this Section 13, including, but not limited to, cooperating with us during our review or investigation in relation to actual or possible violations of this Section 13.

14. General Terms.

These User Terms constitute the sole and entire agreement between you and Strangeworks with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. 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. 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. The User Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Strangeworks's 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. The section titles in the User Terms are for convenience only and have no legal or contractual effect.