TQ End User License Agreement
The Terra Quantum GmbH, Barthstraße 18, 80339 Munich, Germany (hereinafter: “We”, “Us” or “Our“) makes certain of its products (e.g. TQ Platforms or TQ Software) available to the individual end user (hereinafter: "User”) (hereinafter: "User”) subject to this TQ End User License Agreement (hereinafter: “EULA” or “Agreement”).
The use of Our respective products requires the user's consent to this EULA.
Section 1 . Scope of Agreement
1. 1 Parties
1.1.1 Contracting parties are exclusively We and the User. Users may be consumers as well as entrepreneurs
a) A consumer is any natural person who enters into a legal transaction for purposes predominantly outside the consumer’s trade, business, or profession.
b) An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her trade, business, or profession; a partnership with legal capacity is a partnership endowed with the capacity to acquire rights and incur liabilities.
1.1.2 If the User is a natural person, it's a precondition for the conclusion of the Agreement with Us that the User is at least 13 years old.
1. 2 Subject Matter
1.2.1 The subject matter of the Agreement is the provision of products by Us to the User.
1.2.2 Products of Us to which this Agreement applies may include but are not limited to Our TQ platforms (e.g., TQ42 Studio) or TQ Software or software packages (e.g., TQml SDK or TQChem), some of which are described in more detail below (hereinafter: “TQ Product”):
a) "TQ42 Studio” is a software as a service (hereinafter: “SaaS”) platform for quantum computing and offers application programming interfaces (hereinafter: “API”) and several functions to support and facilitate this purpose. TQ42 Studio also functions as a product suite and comprises several individual TQ Products, which may be accessible via TQ42 Studio, including, in particular but not limited to, the following:
b) “QAI Hub” is an application of TQ42 Studio with the main purpose of quantum machine learning. QAI Hub offers APIs and several functions to support and facilitate working with quantum neural networks.
c) “Qode Engine” is an application of TQ42 Studio with the main purpose of executing and working on computer code.
d) “Qode Engine SDK” is a software development kit to use with Qode Engine. Users may use the Qode Engine SDK to explore our hybrid algorithms and applications available on Qode Engine, construct a job on a local device with sample or production data, or run a job on production systems to obtain the most effective solution.
e) “TQml SDK” is a software development kit to use with “QAI Hub”.
f) “TQChem” is a software package to use in the field of chemistry that is provided as a SaaS solution and/or for download on the Users devices.
1.2.3 If We offer Users to participate in the test program (e.g., alpha or beta program) or a free trial period, Section 6 shall apply.
1. 3 Conclusion of the Agreement
1.3.1 Users enter into a binding contract with Us for the use of the TQ42 Studio by ticking the box to agree to this EULA and clicking the button labeled “Register”. We shall immediately confirm the conclusion of the Agreement to the User by sending an email to the email address provided by the User.
1.3.2 The respective current EULA can be retrieved within TQ42 Studio, via Terms of Use.
1.3.3 The conclusion of contracts and the communication for the fulfillment of contractual obligations between Us and the User shall be in English (Contract Language).
Section 2. Provision of Services
2.1 User Account
2.1.1 The use of any TQ Products requires a user account. We use a single sign-on (SSO) account that allows the User to log in to the different TQ Products (e.g. QAI Hub or Qode Engine applications) or install TQ Software (e.g. TQml SDK) with a single user account ID. The User can create a free user account during the registration process.
2.1.2 We might offer to get authorization to use an extended functional scope of performance and service of a TQ Product from a third party, e.g., the User's employer who entered into the TQ Customer Agreement (hereinafter: “Authorization”). To get Authorization, the existing free user account of the User either needs to be modified retroactively by Us, the User, or a third party or needs to be set up prior to creation by a third party. The possibility to make the modification or the setup requires the User or a third party to enter into an Agreement with Us, which permits the User to use an extended functional scope of performance and service of the respective TQ Product.
2.2 Modifications to TQ Products
2.2.1 We are entitled to modify, supplement, and further develop the TQ Products including the user interface at Our own discretion at any time during the term of the Agreement provided that this is necessary to maintain conformity with the contract and the modification or deviation is reasonable for the user, taking Our interests into account. Such modifications to the TQ Products do not require an amendment to the Agreement.
2.2.2 We are entitled to modify, supplement, and further develop the TQ Products, including the user interface, at our own discretion at any time during the term of the Agreement beyond what is necessary to maintain conformity with the contract. This includes the removal of functions to adapt TQ Products to new technical environments, developments, compatibility requirements, or an increased number of users. Changes may also be necessary for important operational, licensing, or legal reasons. This authorization to make changes is subject to the proviso that users have been clearly and comprehensibly informed of the change. If the change affects access to the service or the usability of the service more than just insignificantly, we will inform the user and point out their rights.
2.3 General Responsibilities of the User
2.3.1 The User shall fulfill all duties and obligations, in particular cooperation, which are necessary in its contractual area of responsibility for the performance of this EULA. The User shall, in particular but not limited to, at its own expense:
a) treat access data (e.g. passwords) confidentially and protect them to a reasonable extent against unauthorized third parties gaining knowledge thereof;
b) not allow unauthorized third parties to use the respective TQ Product or any part thereof, including if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform);
c) obtain the required consent of the respective data subject, insofar as the User collects, processes, or uses personal data when using the respective TQ Product including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform) and no statutory permissible circumstance intervenes, and, if necessary, fulfill its duties to inform the data subjects;
d) not use the respective TQ Product or any part thereof including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform) for high-risk purposes, i.e. any use in which a service interruption, defect, error, or other failures of the respective TQ Product or any part thereof including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform) could result in the death or serious bodily injury of any person or in physical or environmental damage (hereinafter: “High-Risk Purposes”). Accordingly, the User must design and implement every application such that, in the event of any interruption, defect, error, or other failure of the respective TQ Product or any part thereof including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform), the safety of people, property, and the environment are not reduced below a level that is reasonable, appropriate, and legal, whether in general or for a specific industry. The Users’ use for High-Risk Purposes is at their own risk;
e) immediately inform Us, e.g., via the contact details indicated within this EULA or on the website of the respective TQ Product, of any violation of this Section 2.3 by the User or other Users of which the User becomes aware; and
f) immediately inform Us of any defects, malfunctions, or damage to the respective TQ Product.
2.3.2 The User shall be responsible for compliance with contractual, statutory, and/or regulatory requirements. The User may access or use the respective TQ Product or any part thereof including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform) only for lawful purposes and not use or assist any third party in using the respective TQ Product or any part thereof including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform) in a manner that
a) violates Our, other Users’, or third parties' rights (including data protection rights, publication rights, intellectual property rights, or other proprietary rights);
b) is unlawful, obscene, abusive, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or incites or encourages conduct that would be illegal or otherwise inappropriate, including glorifying violent crime, endangering or exploiting children or others, terrorism, or coordinating the infliction of suffering including violence that can cause death, serious harm, or injury to individuals or groups of individuals;
c) involves the publication of falsehoods, misrepresentations, or misleading statements;
d) involves use that is not covered by a possible TQ Customer Agreement and/or Subscription, that authorizes the User to use the respective TQ Product; or
e) involves sharing or distributing the login credentials assigned to a User or otherwise using them by anyone other than the designated person.
2.3.3 The User shall not, directly or indirectly, by automated or other methods or in any unauthorized manner, burden, impair, or harm Us, the respective TQ Product, or any part thereof including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform), systems, users or others, use, copy, adapt, modify, distribute, license, sublicense, transmit, display, perform or otherwise exploit or access the respective TQ Product or prepare derivative works based on the respective TQ Product or any part thereof including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform) (or assist others to do so). This includes that the User may not do the following on or with the respective TQ Product or any part thereof, including, if applicable, the technical services underlying the respective TQ Product (e.g. Google Cloud Platform), either directly or through automated methods:
a) reverse engineer, alter, modify, create derivative versions of, decompile, or extract any code unless permitted to do so by applicable law;
b) send or transmit viruses or other harmful computer code or store such code on;
c) generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertisements, or other solicitations on or with;
d) mine or otherwise create a cryptocurrency or similar items relying on blockchain or similar technologies with;
e) gain or attempt to gain unauthorized access;
f) interfere with or disrupt the integrity or performance;
g) create accounts for the respective TQ Product through unauthorized means;
h) collect information from or about other Users of the respective TQ Product in any unauthorized or unauthorized manner;
i) sell, resell, rent, or charge for;
j) distribute or make available over a network where it could be used by multiple devices simultaneously (except if the User is actively and legally using the respective TQ Product on multiple channels simultaneously);
k) develop software or Application Program Interfaces (APIs) that function substantially like and make them available for use by unauthorized third parties; or
l) abuse any reporting channels, such as by User making fraudulent or unsubstantiated reports or objections.
2.4 Feedback on TQ Products
Users may provide Us with feedback, suggestions, ideas, enhancements, recommendations, specifications, or other information about TQ Products, including code and any other copyrightable material (hereinafter: "Feedback"). If the User provides Feedback, then We may use that Feedback without restriction and without obligation to the User. The User shall grant to Us any transferable intellectual property rights to Feeback, non-exclusive, unlimited in space, time, and content, freely transferable, freely sub-licensable, and royalty-free. If the Parties have entered into a Contributor License Agreement, this shall take precedence over this provision.
2.5 Retention of Rights to TQ Products
Nothing in this Agreement shall transfer Our ownership or any of Our intellectual property rights to TQ Products to the User.
Section 3. Special Provision of Services
3.1 Provisions of Services
3.1.1 We shall make the TQ Platforms (e.g. TQ42 Studio) available under password protection at the respective website.
3.1.2 The software of the TQ Platforms remains – apart from temporary (i.e. run-time) client-side components (such as applets or scripts) as well as, if such is additionally offered and provided, the app on the mobile devices of Users – on Our servers and/or a provider engaged by Us.
3.1.3 We are not responsible for the data connection between the computers and systems of the User and the systems operated at or for Us, namely the router, at the transfer point connected by the internet address of the respective TQ Platforms.
3.2 Subscriptions
3.2.1 We may offer different subscriptions for the use of the respective TQ Platform (hereinafter: “Subscription”). The specific scope of performance and service depends on the Subscription selected by the User.
3.2.2 Free use of the TQ Platform only includes a limited scope of performance and service. Users may enter into a TQ Platform Customer Agreement with Us to extend the functional scope of performance and service of the TQ Platforms for the User as well as a limited number of third parties. Further information on the Subscriptions offered can be found on our websites when they are available. If Users wish to use the TQ Platforms beyond the offered Subscriptions or have individual requirements, Users can contact Us for information on an enterprise agreement at: info@terraquantum.swiss
3.2.3 We are obliged to provide the services defined in the Subscriptions. However, We reserve the right to supplement or, if necessary, adjust the scope of services.
3.2.4 Service descriptions do not constitute any guarantees or warranties.
3.3 Authorization to Use the TQ Platforms
3.3.1 The User shall ensure that it has effective Authorization to use the respective functional scope of performance and service of the respective TQ Platform upon commencement and for the entire period of use.
3.3.2 We are entitled to take technical measures (e.g. an invitation requirement) to ensure that the user has the Authorization to use the respective functional scope of performance and service of the respective TQ Platform.
3.4 Organizations and Projects/Solutions
3.4.1 Depending on the respective Subscription, the User may create an organization and/or join one or more organizations on the TQ Platforms. Projects or Solutions created by the User are assigned to the respective organization for which they were created.
3.4.2 After the expiry of a Subscription, which gives the User Authorization to use an extended functional scope of performance and service of the respective TQ Platform, the User will have read-only access to the organization, projects, and/or solutions created with features that the User is no longer able to use according to the User’s current Subscription. We reserve the right to delete these organizations, projects and/or solutions with read-only access at any time after the expiry of the Subscription.
3.4.3 We may give the User the option to migrate projects and/or solutions created under one organization to another organization. The migration may be subject to a fee. Furthermore, the migration may require the approval of the respective administrator of the organization.
3.5 Organizations and Projects/Solutions Google Cloud Platform Terms of Service
3.5.1 We use the Google Cloud Platform for the provision of TQ Platforms, e.g. TQ42 Studio. The use of the Google Cloud Platform is governed by the Google Cloud Platform Terms of Service, and the Google Acceptable Use Policy.
3.5.2 The User agrees to comply with the provisions of the Google Cloud Platform Terms of Service and the Google Acceptable Use Policy that apply to the User when using the TQ Platforms. The User shall, in particular but not limited to, comply with Section 3.3 of the Google Cloud Platform Terms of Service. We are entitled to notify Google of any unauthorized use of, or access to, the Google Cloud Platform services, account, or the User’s password of which We become aware.
3.6 Algorithm Library as part of Qode Engine
3.6.1 We provide an algorithm library as part of Qode Engine. The algorithms contained therein are designed to solve specific problems using hybrid quantum computing.
3.6.2 If and to the extent covered by the User's Subscription, the User may access the algorithm library. The User may access the algorithm library through the API of the platform TQ42 Studio, and, if available, through a web interface, excluding any other form of access. The User is authorized to use the algorithms and to integrate them into its software or products according to the User’s Subscription.
3.6.3 We grant to the User if, to the extent and as long as the use is covered by the User's Subscription the non-exclusive, non-transferable, and non-sublicensable right to use the algorithms of the algorithm library which is part of Qode Engine within the scope of the purpose of the respective Agreement and in consideration of the EULA.
3.6.4 We shall remain the owner of any rights to patents, utility models, and designs, as well as other industrial property rights, irrespective of whether they are at the application stage or have already been registered, copyrights, related rights, and ancillary copyrights, including database rights, and rights to trade secrets, in particular know-how and inventions (hereinafter: “Rights to IP”) to the algorithms of the algorithm library on Qode Engine. The User is not entitled to make the algorithm library available to third parties in whole or in part.
3.7 Predefined Model Library as part of QAI Hub
3.7.1 We provide a library of predefined models as part of QAI Hub. Models are architectures that are part of the QAI Hub tools to help the User train their artificial intelligence models.
3.7.2 If and to the extent covered by the User's Subscription, the User may access the predefined model library. The User may access the predefined model library through the web interface of the platform TQ42 Studio, and, if available, through another API provided by Us, excluding any other form of access. The User is only authorized to integrate the models of the predefined model library into the User’s own software or products if and to the extent this is covered by the User’s Subscription.
3.7.3 We grant to the User if, to the extent and as long as the use is covered by the User's Subscription the non-exclusive, non-transferable, and non-sublicensable right to use the models of the predefined model library on QAI Hub within the scope of the purpose of the respective Agreement and in consideration of the EULA.
3.7.4 We shall retain the owner of any Rights to IP to the models of the predefined model library, which is part of QAI Hub. The User is not entitled to make the predefined model library available to third parties in whole or in part.
3.8 Right to Use for TQ Platforms
We grant to the User for the duration of the Agreement and to the extent and as long as the use is covered by the User's Subscription, the non-exclusive, non-transferable, and non-sublicensable right to use the respective TQ Platform within the scope of the purpose of the Agreement and in consideration of this EULA.
3.9 Term and Termination for TQ Platforms
3.9.1 The Agreement for the Use of TQ Platforms shall commence upon conclusion of the Agreement. It shall be concluded for an indefinite period.
3.9.2 Either party may terminate the Agreement as a whole or, if a partial termination is available, an individual Subscription, e.g., for a specific TQ Platform, by giving notice of at least two weeks to the end of any calendar month.
3.9.3 The right to terminate the Agreement as a whole or parts thereof for good cause shall remain unaffected.
3.9.4 Upon termination of the Agreement as a whole or an individual Subscription, the User shall immediately cease using the respective TQ Platform or part thereof. If the User continues to use the respective TQ Platform after termination of the Agreement, it shall not be extended thereby.
3.9.5 Any terms and conditions of the Agreement, which by their nature should survive a termination or expiry, shall survive and continue in full force and effect after such termination.
3.9.6 Upon termination of the Agreement as a whole or the last remaining Subscription, We may deactivate the User’s account and delete all data associated with this User account without prior notice. Upon termination of an individual Subscription, in case the User has other non-terminated Subscriptions remaining, We may delete all data associated with the respective Subscription terminated without prior notice. For clarification, We remain entitled to store data also beyond the end of the Agreement or termination of a Subscription if a legal obligation to preserve data obliges or entitles Us to store it, if this is necessary and reasonable for compliance with recognized standards to which We are subject or also as far as and as long as electronic storage is required due to technically and organizationally necessary routine data backups (e.g. as temporary data backup on a data carrier).
Section 4. Special Provisions for TQ Software
4.1 Provision of Services
4.1.1 We shall make the respective TQ Software available to the User in machine-readable form, unless otherwise agreed, in a form of Our choice. If the TQ Software is a on premise-solution it may be provided at Our’s sole discretion e.g. as a download, transferred by remote data transfer, or stored on a type of data storage media in common use at the time; if the TQ Software is a software-as-a-service (SaaS) solution We may make the TQ Software available to the User via the internet e.g. via TQ42 Studio. In the latter case, We are not responsible for the data connection between the computers and systems of the User and the systems operated at or for Us, namely the router, at the transfer point connected by the internet address of the respective TQ Software.
4.1.2 Insofar as system requirements are agreed upon, the User is responsible for providing a system environment by them and for the installation of the TQ Software on its system environment.
4.1.3 Unless agreed otherwise, We are entitled to provide the User with TQ Software that consists of software or includes software components to which an open-source license applies or which are in the public domain.
4.1.4 If it has been agreed that software documentation will be provided, the User shall receive software documentation as an electronic document in the English language, unless otherwise agreed.
4.2 Provision of TQ Software for Non-Commercial Academic Purposes
4.2.1 We may make a free use of TQ Software available to the User limited to Non-Commercial Academic Purposes only; “Non-Commercial Academic Purpose” shall mean the use for academic research, publication, or other not-for-profit scholarly purposes, which are generally undertaken at an educational, non-profit, charitable or governmental institution, and which does not involve and is not intended to lead to the production or manufacture of products for sale, or the enhancement of a product or service in or proposed for commerce, or the performance of services for a fee (e.g. consulting services) and shall in particular but not limited to exclude services leading to indirect commercial benefits such as in joint academic-industry projects (e.g. a university collaborating on a grant with a corporate partner).
4.2.2 Other uses of the TQ Software that is provided for Non-Commercial Academic Purposes only, in particular but not limited to commercial purposes, require the Users to get Authorization (e.g. by entering into a TQ Customer Agreement with Us). If available, further information on commercial use can be found on our websites. If Users wish to use the TQ Software for other than commercial purposes or have individual requirements, Users can contact Us for information at: info@terraquantum.swiss.
4.3 Right of Use for Affiliates
Any right of use to TQ Software is granted to the User only. Affiliates of the User shall only have a right of use if and insofar as this is expressly agreed between the Parties. “Affiliate” means any person, corporation, or other entity that now or in the future, directly or indirectly controls, is controlled by, or is under common control with the User. For purposes of this definition, “control” means the power to direct or exert a determining influence on the management of an entity.
4.4 Open-Source or Public Domain Software Components
Insofar as TQ Software consists of software or includes software components to which an open-source license applies or which are in the public domain, We might indicate that the provisions of this open-source license or the provisions applicable to the public domain might apply to the scope of the transfer or granting of rights to this software or these software components in deviation from this Agreement.
4.5 Qode Engine SDK
4.5.1 The purpose of Qode Engine SDK is for the Users to be able to explore Our hybrid algorithms and applications, construct a job on a local device with sample or production data, or run a job on production systems to obtain the most effective solution.
4.5.2 The Qode Engine SDK is subject to the Apache 2.0 open-source license. The User has to accept the terms of the Apache 2.0 license to use the Qode Engine SDK.
4.5.3 We offer instructions on the Qode Engine SDK installation on TQ42 Studio.
4.5.4 The Qode Engine SDK uses Python, a programming language of the Python Software Foundation, 512 Lafayette Boulevard, Suite 2, Fredericksburg, Virginia 22401, USA. We do not own the copyright to Python. The User needs to install Python and rely on its own responsibility for using the SDK.
4.6 TQml SDK (Software Development Kit)
4.6.1 Free use of the TQml SDK is limited to Non-Commercial Academic Purposes only.
4.6.2 Upon this Agreement becoming effective, We grant to the User a revocable, non-exclusive, non-transferable, and non-sublicensable right to use the TQml SDK limited to Non-Commercial Academic Purposes subject to the terms of this Agreement for the duration of the Agreement.
4.6.3 The TQml SDK consists of software or includes software components to which open-source licenses apply in deviation from this Agreement. The following libraries of the TQml SDK are subject to the LGPL 3.0 and the GPL 3.0:
a) 'wcrypto'
b) 'psycopg2'
4.7 TQChem
4.7.1 Free use of TQChem is limited to Non-Commercial Academic Purposes only.
4.7.2 Upon this Agreement becoming effective, We grant to the User a revocable, non-exclusive, non-transferable, and non-sublicensable right to use the TQChem limited to Non-Commercial Academic Purposes subject to the terms of this Agreement for the duration of the Agreement.
4.7.2 TQChem consists of software or includes software components to which open-source licenses apply in deviation from this Agreement. The following libraries of the TQml SDK are subject to the LGPL 3.0 and the GPL 3.0:
a) 'blite-python'
b) 'ase'
c) 'openmm'
d) 'crest'
e) “xtb'
4.8 Term and Termination for TQ Software
4.8.1 Unless otherwise agreed, the Agreement for the use of TQ Software shall commence upon the conclusion of the Agreement and shall be concluded for an indefinite period.
4.8.2 Each Party is entitled to terminate the Agreement with two weeks' notice to the end of each calendar month. The right to terminate the Agreement for good cause shall remain unaffected. Any termination of the Agreement must be in writing to be effective.
4.8.3 Upon termination of the Agreement, the User shall immediately cease using the TQ Software, and return or, if instructed by Us, destroy or delete all materials relating to the TQ Software. If the User continues to use the TQ Software after termination of the Agreement, it shall not be extended thereby; Section 545 of the German Civil Code (BGB) shall not apply. Any terms and conditions of the Agreement, which by their nature should survive termination or expiry, in particular, but not limited to the provisions regarding a limitation of use for Non-Commercial Academic Purposes, shall survive and continue in full force and effect after such termination.
Section 5. Free Use of TQ Products
5.1 The use of the TQ Products is free of charge for the User. The conclusion of the Agreement for the use of the respective TQ Product does not create an obligation to pay fees for the User.
5.2 However, obtaining the Authorization to use any of the TQ Products and/or an extended functional scope of performance and service of the respective TQ Products may be subject to fees for the User or a third party (e.g. the User’s employer) depending on the type (e.g. free trial or TQ Customer Agreement) and scope (e.g. Subscription selected and a number of authorized end users) of authorization. If available, further information on the Subscriptions offered can be found on the respective website of the TQ Product. If Users wish to use the respective TQ Product beyond the offered Subscriptions or have individual requirements, Users can contact Us for information on an enterprise agreement at: info@terraquantum.swiss
Section 6. Test Access
If We offer the User to participate in a test program (e.g. alpha or beta program) (hereinafter: “Test Program”) or a one-time free trial, demo, or similar access (e.g. for a Subscription with an extended functional scope of performance and service of the respective TQ Product, which would usually be subject to a fee) (hereinafter: “Free Trial”) for the use of the respective TQ Product (together hereinafter: “Test Access”), the following shall apply:
6.1 Provision of Services During a Test Program
6.1.1 We may offer the User to participate in a closed Test Program for a restricted group of Users before the general availability of the respective TQ Product. It is at Our sole discretion to offer a User participation in the Test Program.
6.1.2 We may offer the User to join a waiting list to have the chance to participate in the Test Program. However, joining the waiting list does not entitle the User to participate in the Test Program. It is at Our sole discretion to offer a User participation in the Test Program. If We offer a User to join the Test Program, We send the User an email containing a link to the registration for the respective TQ Product.
6.1.3 During the Test Program, We enable the User to use the respective TQ Product and test available features. The functional scope of performance and service of the respective TQ Product may be extended compared to a free account. We reserve the right to limit the availability of the respective TQ Product as a whole or individual functions of the respective TQ Product at any time during the Test Program. The User has no claim that the respective TQ Product as a whole or individual functions of the respective TQ Product will be available during the Test Program.
6.1.4 We inform the User that during the Test Program, the respective TQ Product has not yet been finally tested and will likely contain errors and bugs. In particular, the respective TQ Product is therefore not suitable for use in productive operation during the Test Program; however, this is not the limit of the exclusions of use in the Test Program and the User should use their best judgment when participating in the Test Program.
6.1.5 Unless stated otherwise, the Test Program has an indefinite term. We reserve the right to terminate the Test Program at any time. We also have the right to terminate the Test Program if the respective TQ Product never becomes generally available or is not generally available immediately after the end of the Test Program. We aim to announce the end of the Test Program to the User in time, but are not obligated to do so.
6.2 Provision of Services During a Free Trial
6.2.1 We may offer the User a one-time Free Trial. It is at Our sole discretion to offer a User having a Free Trial Subscription.
6.2.2 For the duration of the Free Trial period, the User receives access to the respective functions of the respective TQ Product free of charge. Notwithstanding any deviating provisions, the duration of the free trial period is 15 days.
6.2.3 After the expiry of the Free Trial period, the Free Trial Subscription will be automatically transferred into a regular free Subscription of the respective TQ Product with a limited scope of performance and service. Section 3.4 applies to organizations or projects/solutions created under the Free Trial Subscription.
6.2.4 The Free Trial period may automatically end prematurely when the User's available compute time quota has been used up. The total available contingent of computing time for the Free Trial may be displayed to the user in the description of the Free Trial. In addition, the quota of remaining compute time may be viewable via the User account if the feature is available.
6.2.5 Users are only authorized to use the Free Trial once. We are entitled to ensure, by technical means, that outside the authorized access during the Free Trial, no access to the extended functional scope of performance and service of the respective TQ Product occurs.
6.2.6 The User may enter into a paid Agreement to regain Authorization to access the extended functional scope of performance and service of the respective TQ Product.
6.3 Grant of Rights for the Test Access
We grant to the User for the duration of the Test Access the revocable, non-exclusive, non-transferable, and non-sublicensable right to use the respective TQ Product within the scope of the purpose of the Test Access and in consideration of this EULA.
Section 7. Data Protection and Security
7.1 Privacy Policies
The User can find information on how We handle and protect their personal data in our privacy policies.
7.2 IT Security
We maintain the IT security of the TQ Products within Our area of responsibility.
Section 8. Limitation of Liability
8.1 Liability without Contractual Limitations
We shall be liable without any contractual limitation according to the statutory provisions:
a) for damages as far as they are based on the absence of a quality for which We have assumed a guarantee;
b) for intent;
c) for damages as far as they are based on the fact that We have fraudulently concealed a defect;
d) for damages resulting from injury to life, body, or health which are based on an intentional or negligent breach of duty by Us or otherwise on the intentional or negligent conduct of Our legal representative or vicarious agent;
e) for damages other than those listed in Section 8.1 d) of this EULA, which is based on an intentional or grossly negligent breach of duty by Us or otherwise on the intentional or grossly negligent conduct of Our legal representative or vicarious agent;
f) under the German Product Liability Act (Produkthaftungsgesetz), the General Data Protection Regulation, and the German Federal Data Protection Act (Bundesdatenschutzgesetz).
8.2 Limitation
In cases other than those listed in Section 8.1 of this EULA, Our liability shall be limited to the compensation of the foreseeable damage typical for this type of Agreement, as far as the damage is based on a negligent breach of essential obligations by Us or by Our legal representative or vicarious agent. Material obligations are obligations the fulfillment of which is essential for the proper performance of the Agreement and on the fulfillment of which the User regularly relies and may rely.
8.3 Exclusions
8.3.1 In cases other than those listed in Sections 8.1 and 8.2 of this EULA, Our liability, Our legal representatives, and Our vicarious agents due to negligence shall be excluded.
8.3.2 The objection of contributory negligence shall remain unaffected.
8.4 Scope of Limitations and Exclusions
The above provisions in Section 8 of this EULA shall apply to all contractual and non-contractual claims for damages irrespective of their legal basis and accordingly also to the liability for reimbursement of futile expenses.
Section 9. Export Controls
The User shall comply with all export controls and trade sanctions applicable to the User.
Section 10. Unilateral Changes to the Agreement
10.1 Our Right to Change the Agreement
10.1.1 We shall be entitled to amend contractual provisions at our reasonable discretion and subject to further contractual conditions, following the following procedure. We shall be entitled to offer the User a legally binding amendment of the contract by sentence 1 to amend the contractual provisions (Notice).
10.1.2 In case of an amendment of contractual provisions, no provisions may be amended that change the equivalence ratio of performance and consideration to Our benefit or the amendment of which is unreasonable for the User for other reasons.
10.2 Contents of Notice
The Notice shall in particular contain the following information:
a) the content of the offered amendment of the Agreement;
b) the date of the amendment (i.e. the date on which the amendment to the Agreement is to take effect);
c) the authorization of the User to object to Us within four weeks from receipt of the Notice;
d) the requirement of the text form of the objection by the User;
e) the legal consequence of the User's failure to object.
10.3 User’s Consent or Objection
13.3.1 The User's consent to this offer to amend the Agreement per the Notice shall be deemed to have been given,
a) if there is a period of at least four weeks between the receipt of the Notice by the User and the date specified by Us in the Notice for the amendment to become effective and
b) if the User has not objected to the amendment under the Notice in text form within four weeks after receipt of the Notice, although We have specifically informed about the legal consequence of failure to object in the Notice.
13.3.2 In the event of an objection in due form and time, the contractual provisions shall remain unchanged. In this case, however, We may be entitled to a good cause for extraordinary termination, in particular, if We are no longer able or if it is no longer reasonable to provide the services until the next possible termination of the Agreement.
Section 11. General Provisions
11.1 Governing Law
11.1.1 This Agreement shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding any recourse or further reference.
11.1.2 However, the choice of law shall not apply to the extent that the User as a consumer would be deprived of the protection afforded to him by those provisions which, under the law of the country in which the User as a consumer has his habitual residence, may not be derogated from by agreement.
11.2 Jurisdiction and Mandatory Venue
The exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement between Us and Users who are merchants, legal entities under public law, or special funds under public law shall be Munich. The agreement on the place of jurisdiction shall not apply if an exclusive place of jurisdiction for the action or the respective proceedings is established by law or if an agreement on the place of jurisdiction is inadmissible for other reasons.
11.3 Dispute Resolution
The European Commission has to provide a European platform for online dispute resolution (ODR platform).
We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board within the meaning of the German Consumer Dispute Resolution Act (“Verbraucherstreitbeilegungsgesetz”).
11.4 Amendments
Amendments or supplements to the Agreement must be made in writing to be effective. This shall also apply to the amendment or cancellation of this clause. Deviating individual contractual agreements shall prevail.
11.5 Written Form
Insofar as the parties have agreed or will agree in the future that a declaration must be made in writing in order to be effective, transmission by telecommunication using telefax or an email that meets the requirements of text form shall be sufficient to comply with this, and in the case of the conclusion of a Contract, the exchange of declarations which comply with the written form.
11.6 Language
In case these EULA are executed not only in English but also in another language, the English version shall prevail in the event of any discrepancies between the English version and the version in the other language.
11.7 Severability
If a provision of the Agreement does not become part of the Agreement in whole or in part or is or becomes invalid or unenforceable, the remainder of the Agreement shall remain valid. The invalid or unenforceable provision shall be replaced by way of interpretation or, in the alternative, reinterpretation or, in the alternative, a separate agreement, by the valid and enforceable provision which corresponds or comes closest to the meaning and purpose of the invalid or unenforceable provision, insofar as the content of the Agreement is not substantially changed thereby. The same shall apply to loopholes in the Agreement.
11.8 No Right of Withdrawal for Consumers
The use of the TQ42 Platforms is free of charge for consumers. The User has no right to withdraw, even if he or she is a consumer.
11.9 Codes of Conduct
We are not subject to any codes of conduct.
TQ End User License Agreement
Terra Quantum | Version: 2025-02 | Date: April 14, 2025