ParityQC License Terms
ParityQC Architecture Environment Software License Terms
These ParityQC Architecture Environment Software License Terms are binding between the person or entity obtaining a license to use a Service provided by ParityQC (“Customer”, “you” or “Licensee”) and ParityQC (“ParityQC” or “the Licensor”) holding all rights in and to the Services.
The ParityQC Architecture Environment Software License Terms may be supplemented by a separate License Contract Form determining various variable parameters defining the specific licensing relationship. Such License Contract Form and the ParityQC Architecture Environment Software License Terms together with the exhibits and applicable Addendum thereto contain the entire understanding of the parties with respect to the Licensee’s use of and access to any Service and supersede all prior agreements and understandings, oral (including preliminary discussions) or written, with respect to such matters. Deviating, conflicting or supplementary general terms and conditions of Licensee or any other party shall not become part of the contract unless their validity is expressly agreed by ParityQC in writing. In case of a conflict the provisions of the License Contract Form prevail before the ParityQC Architecture Environment Software License Terms.
ParityQC offers its Services exclusively to business customers. Use of the Services by consumers is expressly excluded.
1. Definitions
1.1. “Agreement“ shall mean the ParityQC Architecture Environment Software License Terms and the License Contract Form together with the exhibits and applicable Addendum thereto, and the terms „herein“, „hereunder“, „hereto“ and such similar expressions shall refer to this Agreement.
1.2. „Confidential Information“ shall mean and include all know how, data and information of either Party, whether they are communicated orally, in writing or in any other form,
(i) which is not generally known in the public,
(ii) where there is a legitimate interest of the Providing Party in maintaining confidentiality and
(iii) which is marked or identified as confidential, or information that the Receiving Party should reasonably expect to be confidential,
particularly including all non-public information relating to the functionality and background of the ParityQC Architecture Environment and the Environment Output and the software code and algorithms included in the ParityQC Architecture Environment.
1.3. “Effective Date” shall mean the date of the last signature to the Agreement or in case the Agreement is concluded in electronic form, the date of the last declaration to conclude the agreement.
1.4. “Environment Output” shall mean any information, code, algorithm or other output (e.g. quantum circuits) obtained by using compiling functionalities of one of the Services (in particular encoding functions) on any given algorithm, code or other information, i.e. any output directly obtained through the compilation process as such. For clarification Environment Output does only include the direct output of the compilation process but not the results of subsequent calculations performed on a quantum system using Environment Output.
1.5. “License Contract Form” shall mean any separate form relating to and determining defining the specific licensing relationship included by the Parties by agreement in electronic or written form.
1.6. „Purpose“ shall mean the purpose further specified in the License Contract Form to which the acceptable use of ParityQC Architecture Environment and the Services under the Agreement is limited, if any.
1.7. “Parity Client” shall mean the downloadable Parity client software to be installed on the Licensee’s devices, which might be required to access the Services
1.8. “Services” shall mean all products and/or services in whatsoever form offered by ParityQC within the ParityQC Architecture Environment; provided, however, that as between ParityQC and the Licensee, “Services” shall mean only those products and/or services actually ordered, subscribed to and/or acquired by the Licensee pursuant to the applicable Order Form, subscription, Licence Contract Form or other written or electronic agreement, and shall not be construed as entitling Customer to any other products or services offered by ParityQC.
2. Access to the Services
2.1. The Parties agree that the Services are software that is still under development. The use of the Services is subject to partial limitations, in particular in terms of the size of the system and the accuracy of the results and subject to further developments and changes. Access to the Services is therefore provided on an “AS IS” and “AS AVAILABLE” basis without any warranties of any kind as to specific functionality and/or availability of the Services and/or the accuracy or fitness of the Services and/or any Environment Output for any specific purpose.
2.2. ParityQC may update and further develop the Services at any time and, in particular, adapt it to current legal developments, technical developments or to improve its performance or security. In doing so, ParityQC shall give due consideration to Licensee’s legitimate interests. In the event of a significant impairment of Licensee’s legitimate interests by any update to the Services, Licensee shall have a right of termination for good cause.
2.3. ParityQC for the term of this Agreement will furnish Licensee with limited access to parts of the current version of its (cloud-based) Services through a web-API and will provide limited rights to use the Parity Client in order to allow such access to the Services, if required.
2.4. Access to Services for Licensee will be subject to the limitations as further specified in the License Contract Form. Such limitations can particularly refer to the acceptable number of users, the acceptable compiler time, the size of the system (e.g. up to a limited number of qubits or a limited number of executions on the QPU) or the acceptable Purpose for which the Services can be used under this Agreement.
2.5. The Parties may amend the current license (e.g. by adding further users, extend the Compiler Time or the executions on the QPU) in writing based on a separate License Contract Form.
2.6. Licensee will be able to access the Services through the web-API by using the personalized login details provided by ParityQC for the authorized number of users. Access to the Services is strictly limited to the personnel explicitly authorized by ParityQC and the personalized login details provided by ParityQC may only be used by the specific person for which the login details were provided.
2.7. Licensee agrees to keep the login details, including the personal password, confidential. If Licensee believes that login details to any accounts provided by ParityQC have been used by or made available to any other person, Licensee must notify ParityQC without undue delay via the contact indicated to Licensee by ParityQC. Licensee is responsible for all its activity that takes place in or through any account provided to Licensee by ParityQC.
3. Service Levels and Support
3.1. No Service Level Agreement (SLA) is provided.
3.2. Technical Support is provided on a best effort basis. There are no guaranteed response times for technical support.
4. License Grant
4.1. Except for the rights expressly granted and/or assigned in this Agreement, each Party will retain all interest in, and ownership of its intellectual property. ParityQC in particular retains sole ownership of all of its right, title and interest in the ParityQC Architecture Environment and all Services.
4.2. If Licensee provides any suggestions or ideas for improving the Services, Licensee grants ParityQC the right to use, disclose and/or otherwise exploit such suggestions and/or ideas in any form and for any purpose at ParityQC’s free discretion without any consideration applicable and without accounting to Licensee.
4.3. ParityQC grants to Licensee a non-exclusive, non-transferable, non-sublicensable right to use the Services in accordance with the provisions and the restrictions in this Agreement and limited to the term of the Agreement.
4.4. Licensee may use the Parity Client in its most current version only in connection with and for the purpose of the authorized access to and use of the Services in accordance with the provisions and the restrictions in this Agreement and limited to the term of the Agreement.
4.5. ParityQC hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide license to use Environment Output within the scope of the Purpose, if such Purpose is defined. This license grant particularly excludes any commercialization of Environment Output towards third parties, e.g. by further distributing Environment Output and/or granting access to Environment Output to third parties. Licensee is, however, not in any way restricted to use the subsequent calculations performed on a quantum systems using the Environment Output.
4.6. Licensee grants to ParityQC a non-exclusive, worldwide, royalty-free license to store, reproduce and use any modifications of the Services software code and other content or information provided by Licensee in the course of using the Services (“Licensee Input”) only as far as required to operate the Services and fulfilling ParityQC’s obligations towards Licensee under this Agreement. This license grant shall also cover a use of any such Licensee Input in an aggregate and anonymized form for the purpose of monitoring and improving the performance of and further developing and enhancing the Services but shall not cover any other, particularly commercial use of Licensee Input.
4.7. Licensee may not duplicate the Services or parts thereof unless this is strictly necessary for use in accordance with the Agreement or otherwise permitted under mandatory legal provisions. Software documentation may only be reproduced for internal use for the term of the Agreement.
4.8. Licensee undertakes towards ParityQC not to reverse engineer, create derivative works, disassemble, decompile, translate or make any unauthorized disclosures of the Services or parts thereof either through the web-API provided by ParityQC or by analysing any information or data or software code obtained by Licensee in the course of the execution of the Agreement, particularly including any parts of the Parity Client, Work Results and/or Environment Output or by any other way including by way of utilizing artificial intelligence systems or any other tools and/or third-parties. Mandatory legal provisions regarding the decompilation of software remain unaffected.
4.9. Should ParityQC under this Agreement distribute any software, which is subject to open-source-licenses prohibiting a further distribution of the respective software under differing license terms, the terms of such open-source-license shall apply to such software.
5. Confidentiality
5.1. Throughout the Term of this Agreement and for a period of five (5) years thereafter, except in the case of trade secrets, which shall remain subject to the following requirements for as long as they remain trade secrets under applicable law (in total, the “Confidentiality Period”) all Confidential Information disclosed, revealed or otherwise made available by one Party („Disclosing Party“) to the other Party („Receiving Party“) under, or as a result of, this Agreement is furnished to the Receiving Party solely to permit the Receiving Party to exercise its rights, and perform its obligations, under this Agreement. Unless explicitly stipulated in this Agreement or otherwise agreed on between the Parties in writing, the Receiving Party throughout the Confidentiality Period shall not use any of the Disclosing Party’s Confidential Information outside this purpose, and shall not disclose, reveal or otherwise make any of the Disclosing Party’s Confidential Information available to any Third Party, without the prior written authorization of the Disclosing Party.
5.2. In furtherance of the Receiving Party’s obligations under the above Section, the Receiving Party shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information. Without limiting the generality of this Section, the Receiving Party shall disclose any of the Disclosing Party’s Confidential Information only to those of its officers, employees, agents, consultants , or representatives that have a need to know the Disclosing Party’s Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this Agreement, and only if such officers, employees, agents, consultants or representatives have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out in this Agreement or are otherwise bound by obligations of confidentiality effectively prohibiting the unauthorized use or disclosure of the Disclosing Party’s Confidential Information.
5.3. The Receiving Party shall furnish the Disclosing Party with written notice of any unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information without undue delay and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s Confidential Information.
5.4. The Receiving Party’s obligations under the above Sections shall not apply to the extent that the Receiving Party can prove by written evidence that the respective Confidential Information:
5.4.1. passes into the public domain, or becomes generally available to the public without a fault of the Receiving Party;
5.4.2. was known to the Receiving Party prior to disclosure hereunder by the Disclosing Party;
5.4.3. is disclosed, revealed or otherwise made available to the Receiving Party by a Third Party that is under no obligation of non-disclosure and/or non-use to the Disclosing Party;
5.4.4. is required to be disclosed under applicable law or by court order; provided, however, that the Receiving Party shall furnish the Disclosing Party with as much prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion, to take appropriate action in order to prevent the Disclosing Party’s Confidential Information from passing into the public domain or becoming generally available to the public;
5.4.5. is independently developed by the Receiving Party without breach of this Agreement as evidenced by contemporaneous written records;
5.4.6. has been obtained through an observation, investigation, dismantling or testing of a product or object that has been made publicly available or is in the lawful possession of the Receiving Party and is not subject to any obligation to restrict the acquisition of Confidential information;
5.4.7. has been obtained through an exercise of information and consultation rights of the employees or participation and co-determination rights of the employee representatives.
5.5. Upon expiration or termination of this Agreement for any reason whatsoever, the Receiving Party shall return to the Disclosing Party, or destroy, as the Disclosing Party shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party’s Confidential Information, except to the extent that the Receiving Party is required by applicable law or permitted under this Agreement to retain such documents and materials.
5.6. All of the Receiving Party’s obligations under this Section 5, with respect to the protection of the Disclosing Party’s Confidential Information, shall survive the expiration or termination of this Agreement for any reason whatsoever and apply for the entire Confidentiality Period.
5.7. Each Party acknowledges that the other would suffer irreparable damage in the event of any material breach of the provisions of this Confidentiality clause. Accordingly, in such event, a Party will be entitled to seek preliminary and final injunctive relief, as well as any other applicable remedies at law or in equity against the Party who has breached or threatened to breach this Agreement. In addition, the Party breaching this Agreement will be liable to the other Party for such Party’s costs, attorney fees and expenses expended in asserting its rights under this Agreement.
6. Acceptable Use, Suspension of Accounts
6.1. Notwithstanding any other restrictions provided for in this Agreement, Licensee undertakes not to do anything of the following:
6.1.1. Use any Services for any illegal or unlawful purposes or activities; to harm, damage or disparage others; or for any other unethical, abusive or harmful purposes;
6.1.2. Sell, resell, license, sublicense, rent, lease or otherwise commercialize the Services by granting direct or indirect access to the Services and/or Environment Output to third parties;
6.1.3. Spoof or falsify any login details, interfere with or circumvent any access controls or security mechanisms, or otherwise attempt to gain unauthorized or excessive access to the Services;
6.1.4. Access any feature of the Services by any other means than the interfaces provided by ParityQC;
6.1.5. Interfere with or disrupt the integrity or performance of the Services or any networks or servers related to the Services;
6.1.6. Use any bots or other automated means, codes or scripts to gather or extract data or other information from the Services;
6.1.7. Use any performance, benchmarking, or other comparative analysis of the Services for advertising competing systems;
6.1.8. Use any Environment Output or other Confidential Information of ParityQC in connection with third-party artificial intelligence systems or for training artificial intelligence systems or LLMs.
6.2. In case of (1) a breach of any of the above undertakings, or (2) in case of default of payment of any fees due and payable under this Agreement, ParityQC shall be entitled to temporarily or permanently suspend Licensees access to the Parity Architecture Environment and the Services as far and as long as required to remedy such breach. Any further claims for damages or termination for cause remain unaffected.
7. Fees and Payment
7.1. As consideration for the access to the Services granted herein, Licensee shall pay to Licensor the fees as specified in the License Contract Form or in absence of such specification as stipulated in ParityQC current fee schedule at the Effective Date.
7.2. Unless otherwise provided for in the License Contract Form, any license fee shall be due and payable in advance at the beginning of the respective license period within 10 days following receipt of a corresponding invoice. In case of a mutual amendment of the license, the increased license fee shall be due and payable in advance within 10 days upon the effective date of any such amendment and receipt of a corresponding invoice.
7.3. Amendments to the License which result in additional fees are due and payable within 10 days upon conclusion of an amendment to the License Contract Form.
7.4. Unless otherwise provided for in the License Contract Form, all payments are to be made in Euro and are exclusive of the applicable VAT. Payments and applicable VAT are payable to the account of ParityQC at Tiroler Sparkasse, IBAN AT83 2050 3033 0237 2671, BIC SPIHAT22XXX or ParityQC Germany at BW-Bank, DE45 6005 0101 0405 563812, BIC SOLADEST600 stating a reference for payment.
7.5. In case of a default of payment Licensee shall pay interest on any outstanding amount at 8 per-cent points over the base rate of the European Central Bank.
8. Liability for Damages
8.1. Subject to the following exceptions, the Parties’ liability for damages in case of simple negligence shall be excluded.
8.2. The Parties remain fully liable in case of gross negligence and wilful conduct and also in cases of simple negligence,
8.2.1. for damages resulting from injury to life, body or health;
8.2.2. in case of a breach of guarantees provided by either Party;
8.2.3. in case of a breach of a material contractual obligation, i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely;
8.2.4. in case of claims under the German Product Liability Act (Produkthaftungsgesetz).
8.3. In case of a liability under Section 8.2.3 above, the liability of either Party for a slightly negligent breach of material obligations is limited to the typically foreseeable damage on the Effective Date.
9. Indemnification
Licensee will indemnify and hold harmless ParityQC and its affiliates from all claims any third party raises against ParityQC or any of its affiliates based on or due to Licensee’s use of the Services. Such indemnification includes the reimbursement of reasonable legal fees incurred at ParityQC for defending against any such claims.
10. Term and Termination
10.1. This Agreement shall take effect on the Effective Date. It shall remain in force for the Term as specified in the License Contract Form and shall then automatically expire, unless otherwise agreed between the Parties in writing.
10.2. If the License Contract Form does not provide for a specific term but for recurring licence fees, the initial term of the Agreement shall be 12 months and the Agreement shall automatically renew for another twelve (12) months unless terminated by either Party with 3 months prior written notice to the end of the then current term.
10.3. Either Party may terminate this Agreement with immediate effect and without prejudice to any other right or remedy it may have against the other Party for good cause. Both parties agree that there will be a good cause
10.3.1. for either party to terminate the agreement if the other Party has breached a material obligation under this Agreement and has failed to cure such breach within 30 days following written notice thereof;
10.3.2. for ParityQC if Licensee repeatedly breached the Acceptable Use provisions stipulated in Section 6.1 above.
10.4. If ParityQC terminates this Agreement for good cause, such termination shall not affect Licensee’s obligation to pay to ParityQC the remuneration as agreed in this agreement without any deductions. ParityQC shall not be obliged to refund any payments made by Licensee under this agreement.
10.5. If Licensee terminates this Agreement for good cause Licensee may reduce the remuneration as agreed in this agreement corresponding to the already expired term of the Agreement until the termination date.
10.6. Upon termination or expiration of this Agreement for whatsoever reason Licensee is not further authorized to access and or use any Service. In case Licensee downloaded and installed any client-based components of the Services, in particular the Parity Client, Licensee shall permanently remove any such components and copies thereof without undue delay upon termination/expiration of this Agreement.
10.7. Sections 5, 8 and 9 shall survive the termination or expiration of this Agreement.
11. Import and Export Regulations
11.1. Licensee must comply with all applicable import, export, embargo and sanctions regulations.
11.2. Licensee will not access or use the Services in a manner contrary to applicable export, embargo, and sanctions regulations related, including restrictions related to certain end uses and end users. Further, Licensee will not directly or indirectly export or re-export, at any time, any technology, software and/or service provided or obtained through this Agreement, to any prohibited country (including release of technology, software and/or commodities to nationals, wherever they may be located, of any prohibited country) as specified in applicable export, embargo and sanctions regulations.
12. Miscellaneous, Governing Law, Legal Venue
12.1. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof.
12.2. It is the intent and agreement of the Parties that in case of invalidity or enforceability of any provision of this Agreement both Parties shall use best effort to mutually amend the Agreement by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.
12.3. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Germany without reference to its conflict of laws provisions.
12.4. In case Licensee is a merchant, a public legal entity, or a special asset (Sondervermögen) under public law or Licensee does not have a general place of jurisdiction in Germany, the legal venue for any dispute relating to the validity, performance, construction or interpretation of this Agreement, shall be Munich, Germany.
12.5. Except as otherwise expressly provided to the contrary in this Agreement, this Agreement may only be changed, modified, or amended by agreement of both Parties in writing.
12.6. Licensee may not assign this Agreement or any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of ParityQC, and any attempted or purported assignment thereof without such consent shall be null and void. Notwithstanding the foregoing, Licensee may assign this Agreement without such prior written consent in the context of a merger, acquisition, or sale of all or substantially all of its assets. This Agreement shall inure to the benefit of, be binding upon, and be enforceable against, each of the Parties hereto and their respective permitted successors and assigns.
Addendum Qiskit Function on IBM Users
This Addendum supplements the general ParityQC Architecture Environment Software License Terms and applies whenever Licensee accesses or uses ParityQC’S Qiskit Function. ParityQC’s Qiskit Function shall be considered as part of the Parity Architecture Environment Software. All provision of the ParityQC Architecture Environment Software License Terms, including without limitation those on confidentiality, Fees, License Grant, applicable law and Liability, continue to apply in full to the use of ParityQC’s Qiskit Function unless explicitly otherwise provided for in this Addendum.
1.1. ParityQC’s Qiskit Function is provided through the IBM Platform, hosted and executed on IBM hardware by IBM. Use requires Licensees own valid IBM Quantum Plan. A valid IBM Quantum Plan is a necessary prerequisite for use of ParityQC’s Qiskit Function and Licensee may not be able to use ParityQC’s Qiskit Function despite a valid license without a valid IBM Quantum Plan in which case Licensee shall not be entitled to claim any damages or refunds from ParityQC.
1.2. ParityQC has no control over and assumes no liability for the availability, capacity, quotas or operation of the IBM Platform or the IBM hardware and Licensee shall not be entitled to claim any damages or refunds from ParityQC in case of unavailability of the IBM Platform or the IBM hardware.
1.3. ParityQC’s Qiskit Function is an experimental product and provided “AS IS” and is subject to change. ParityQC’s Qiskit Function may not be available and functional at all times and may not be free from unknown bugs and errors.
1.4. The results obtained from use of ParityQC’s Qiskit Function might not always meet the expected outcome and cannot be expected to be fit for any specific purpose.
1.5. Licensee shall not, and shall not authorize any third party to:
1.5.1. use ParityQC’s Qiskit Function or any part thereof for any commercial or for-profit purpose or any other purpose than permitted in this Agreement;
1.5.2. modify, adapt, decompile, disassemble, translate into another computer language, create derivative works of or otherwise reverse engineer ParityQC’s Qiskit Function;
1.5.3. use any Environment Output of ParityQC’s Qiskit Function or other Confidential Information of ParityQC in connection with third party artificial intelligence systems of for training artificial intelligence systems or LLMs.
1.5.4. extract any Environment Output from the IBM Quantum Platform for any use outside ParityQC’s Qiskit Function.
1.5.5. disclose any trade secrets of any other Confidential Information relating to or incorporated into ParityQC’s Qiskit Function;
1.5.6. use the Environment Output of ParityQC’s Qiskit Function to create derivative products or to create competitive products of any kind.
