Pulser Studio — Terms and Conditions

The below terms and conditions (the “Terms”) apply to all Users accessing and using the Services (as defined hereafter) of the Pulser Studio Platform. Users understand that by registering to use the Services and/or by accessing the Pulser Studio Platform, they agree to be bound by the Terms. A User and Pasqal are individually referred to as a “Party” and collectively as the “Parties”.

1. Definitions

For the purpose of these Terms, the following terms shall have the meaning as set forth under this article:

“Company/Pasqal”: Pasqal SAS, a société par actions simplifiée (simplified joint-stock company), incorporated with the Evry Register of Trade and Commerce under number 849441522 and whose registered office is located at 24 rue Emile Baudot, 91120 Palaiseau, FRANCE.
“Access Protocols”: means the credentials, passwords, API keys, access codes, or other relevant procedures provided by Pasqal to the Users to access the Services, which may include, without limitation, use of the Pasqal API. “Account”: means a User’s account upon registration to the Pulser Studio Platform.
“Affiliates”: means any legal entity that directly or indirectly owns or controls, is owned or controlled by, or is commonly owned or controlled with a party, under the meaning of article L.233-3 of the French Code de commerce (i.e. for example, when a party holds a portion of capital granting it the majority of voting rights in general assemblies, or when it directs, in the facts, the decisions from a company’s general assemblies).
“Cloud”: means a web platform hosted on remote servers offering services to end users.
“Confidential Information”: means any and all information of any kind whatsoever, including but not limited to legal, business, financial, administrative and technical information such as trade secret, idea, invention, element of know-how, information process, technique, algorithm, computer program (source and object code), design, drawing, formula, model or test data communicated in any form whatsoever, whether written, electronic, graphic, verbal or other form, directly or indirectly provided by one Party to the other for the purpose of these Terms.
“Documentation”: means the technical materials provided by Pasqal to User in hard copy or electronic form, including via online URL or link, describing the use and operation of the Services.
“Effective Date”: means the date where the User first accesses the Pulser Studio Platform.
“Emulator”: means the emulation software, interfaces, tools, utilities, application programming interfaces (APIs), algorithms, computer programs, and other technologies used to provide such part of the Services.
“Feedback”: means a Party’s suggestions, comments, or other feedback provided to the other Party regarding the other Party’s needs, products or services.
“Intellectual Property Rights/IPR”: means all intellectual property and other proprietary rights existing under any law, in force or recognized now or in the future anywhere in the world.

This includes, but is not limited to, patents, trademarks, designs, copyrights, author’s rights, software, trade secrets, algorithms and know-how, along with any accessories.

“Job”: means the Quantum Task to be run by the Compute Services for the number of Shots specified by the User.
“Patents”: means all filed, pending or granted patents in the name of Pasqal.
“Services”: means the execution by Pasqal of the User’s Jobs using Pasqal’s Technology, including the Emulators.
“Technology”: means the Pasqal quantum computer, and all software, know-how, algorithms, Patents, interfaces, tools, utilities, application programming interfaces (APIs), and other technologies relating thereto (and any related intellectual property) that is provided by or on behalf of Pasqal, including the Emulators, and used to provide the Services.
“Terms of Services”: means the rules, specifications and requirements for the use of Pasqal’s cloud technology solutions and associated services.
“Trademarks”: means all registered, pending or granted trademarks in the name of Pasqal, whether published or not and regardless of the applicable location.
“Usage Data”: means any type of data, independent of the input data from which the Services are rendered and the matching output date, gathered through the running of one or several Jobs on behalf of the User.
“User”: means any person registered to and having an Account to use the Services and the Pulser Studio platform.
“User Data”: means any type of code, software, algorithm, data, instructions or any other materials provided by User to Pasqal in connection with the provision of the Services.

2. Provision of Services

2.1. Submittance of a request for a Job

Users will have the ability to submit Jobs for execution through the Services using the Access Protocols made available by Pasqal to Users.

2.2. Acceptance

Pasqal may accept or reject all submitted Jobs in Pasqal’s sole discretion. Neither accepting these Terms nor receiving access to the Compute Services guarantees Pasqal’s acceptance of any particular Job or any Job at all.

2.3. Provision of Services

Once a Job is accepted by Pasqal, Pasqal will provide the Services.

Pasqal will grant User the with access to the Documentation for the purpose of the performance of the Job.

Pasqal makes no guarantee with regard to timing of the Services for a particular Job or when the Services for a Job will start or be completed.

The timing of completion of a Job will notably depend on the Jobs queue currently formed by Pasqal’s various users.

3. Restrictions to access to the Services

The User will not be allowed to access the Services, or to submit any request for a Job if:

It is currently located in any EAR, ITAR or OFAC proscribed country.
It is acting as a sub-contractor or representative for companies from EAR, ITAR or OFAC proscribed countries or from any country under UN or EU embargo or appearing on a restricted party list issued by the European Union institutions or by the Government of the United States of America and it intends to access the Compute Services or use the results of the Job on their behalf;
It is intending to develop and create a competing service or product to the Technology.

An Authorized User will not be allowed to access the Compute Services or to submit any request for a Job if:

It appears on a restricted list party issued by the European Union institutions of the Government of the United States of America.
It is currently located in any EAR, ITAR or OFC proscribed country.
It is acting as a sub-contractor or representative for companies or citizens from EAR, ITAR or OFAC proscribed countries or from any country under UN or EU embargo or appearing on a restricted party list issued by the European Union institutions or by the Government of the United States of America; or who studied for more than 3 months, or worked for more than 3 months in any such country; and it intends to access the Compute Services or use the results of the Job on their behalf;
It is intending to develop and create a competing service or product to the Technology.

The Job cannot be intended to develop and create a competing service or product to the Technology or to be applied to NBC, missiles or any military application.

4. Proprietary Rights / Intellectual Property

4.1. Pasqal’s Proprietary Rights

User understands that Pasqal does not grant User any right whatsoever, whether in ownership or in use authorization, to any of its IPR under these Terms other than what is required for the performance of the Services.

Pasqal owns and retains all rights in its Technology, the associated Documentation and the associated IPR.

Pasqal will be the sole owner of any Feedback which is made by User regarding the Services or the Technology, over the course of their access or use by the User. Pasqal will solely be allowed to proceed as it sees fit, to file for any IPR on the Feedback when applicable.

4.2. License Grants

4.2.1. License by Pasqal to Customer

Pasqal grants Customer a non-exclusive, non-sublicensable, worldwide license for the duration agreed upon for the Customer to access and to allow Authorized Users to access the Compute Services, to use, reproduce and adapt, any part of the Documentation. This license is limited to the Customer’s requirements in the performance of their obligations to access and use the Compute Services, and for Customer’s internal purpose only, i.e. which cannot benefit, directly or indirectly, a third party.

The consideration for this license is contained in the Fees paid by the Customer for the provision of Compute Services.

5. Third Party Material — Open-Source Software

As part of his access to the Compute Services and the Technology, User may have access to material hosted by a third party. It is understood that Pasqal is unable to monitor this third-party material in detail and that such access is consequently at User’s own risk.

Specifically, User understands that some of Pasqal’s Technology may be based on open-source software, owned by third parties.

Each item of open-source software is licensed under the terms of the end-user license that accompanies such open-source software.

Nothing in these Terms limits User’s rights under, or grants User rights that supersede, the terms and conditions of any applicable end user license for the open-source software.

If it is required by any of these licenses, Pasqal will comply and make available any open-source software used as well as any modifications brought to said open-source software upon mere written request.

6. User’s Obligations

User agrees:

To protect against wrongful access to your Account (e.g. use a strong password and keep it confidential);
To not share or transfer your Account or any part of it (e.g. sell or transfer any personal data by transferring your connections);
To follow any applicable law, including any personal data regulation and any community policies implemented on the platform, as the case may be;
That User is responsible for anything that happens through User’s Account unless it is closed or reported.

7. Data

The Parties acknowledge and agree that Pasqal may collect Usage Data relating to the Jobs.

Pasqal will own all rights to Usage Data and may use Usage Data for any purpose (including, but not limited to, providing the Services and Technology, and troubleshooting, auditing, and improving the Services and Technology).

If Pasqal provides Usage Data to a third party, it will aggregate and anonymize Usage Data so that User cannot be identified as the source of Usage Data.

8. Guarantees and Representations

8.1. Guarantees and Representations of User

User understands that the Technology, including the Emulator, and the Services are experimental in nature. User understands and accepts that the Documentation, Technology, including the Emulator, and Services are provided by Pasqal as is.

User guarantees that no harm will come to Pasqal’s Technology, System and Data by processing the User Data.

Specifically, User guarantees that the User Data is not deceptive and does not contain any worm, computer virus, or any other harmful content, whether intentionally or not.

8.2. Guarantees and Representations of Pasqal

Pasqal does not guarantee that:

The results of the Services will result in higher merchantability or performance of User’s goods and services;
The results of the Services are fit for any particular or specific purpose;
The results of the Services do not infringe upon any IPR of third parties; and
More broadly, Pasqal does not offer any guarantee to User other than those explicitly listed in these Terms.

9. Confidentiality

In consideration of receiving any Confidential Information, for the duration agreed upon for the User to access and to allow Authorized Users to access the Compute Services, and whichever duration after expiration and/or termination of such access is longest between:

Five (5) years; or
As long as the Confidential Information is protected under trade secret law pursuant to articles L.151-1 et seq of the Code de Commerce (French Trade Code).

The receiving Party shall:

Use such Confidential Information only for the purpose of the Terms;
Hold the Confidential Information in confidence and disclose it only to those of its employees, agents, officers, accountants, consultants, lawyers, advisers and Affiliates who need to know for carrying out the purpose of the Terms and shall advise such employees, agents, officers, accountants, consultants, lawyers, advisers and Affiliates of the obligations to maintain the Confidential Information in confidence pursuant to the provisions of these Terms; and
Not, directly or indirectly, disclose the Confidential Information to any third party other than the receiving Party’s employees, agents, officers, accountants, consultants, lawyers, advisers and Affiliates without first:
- Obtaining a written consent of the disclosing Party,
- Disclosing the identity of such third party to the disclosing Party, and
- Ensuring that each such third party is legally bound, by contract or otherwise, not to disclose the Confidential Information pursuant to the obligations held in the present Terms, and that it has been advised that the Confidential Information is subject to a non-disclosure obligation under the Terms;
Promptly notify the disclosing Party if it becomes aware of a breach of any provision of these Terms by any of its employees or by any Authorized User (or by any other person authorized to receive such information) and take all the necessary measures to ensure that the disclosures in breach of these Terms cease immediately;
Not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;
Upon the written request of the disclosing Party, promptly certify the destruction of or promptly return all Confidential Information and all copies thereof to the disclosing Party;
Promptly cease to use the Confidential Information and all copies thereof upon the written request of the disclosing Party.

Each Party shall be liable towards the other Party for the acts of its employees, agents, officers, accountants, consultants, lawyers, advisers, Authorized Users acting on its behalf and Affiliates.

The Parties agree that disclosure by or to an Affiliate of a Party shall be deemed to be a disclosure by or to that Party and each Party shall be responsible for the observance and proper performance by its Affiliates of the Terms.

10. Communication and Publications

Pasqal may publish articles, press releases or posts in relation to the supply of Services generally.

11. Term and Termination

The Terms will come into effect upon the Effective Date and will end upon the deactivation of Users’ registered Account or in any case after two (2) years of Account ongoing inactivity, meaning the absence of logging in by the User or other form of such activity on the Account.

12. Limitation of Liability

To the fullest extent permitted by law, and unless Pasqal has entered into a separate written agreement overriding this contract, Pasqal will not be liable in connection with these Terms for lost profits or lost business opportunities, reputation (e.g. offensive or defamatory statements), loss of data (e.g. down time or loss, use of or changes to User Data) or any indirect, incidental, consequential, special or punitive damages.

13. Applicable Law and Jurisdiction

These Terms are governed by the laws of France.

Any dispute relating to its execution, its validity, its performance or its termination will be brought exclusively before the Paris Judicial Court, without regard to any rule of conflict.

14. Miscellaneous

14.1. Independence of the Parties

The Parties expressly state that nothing in these Terms can be construed as revealing an intention to create a company, an association, a joint venture, or any other joint entity between them. They remain independent entities from one another, and intend to remain so unless another written contract is executed to that effect.

14.2. Export Control

The use of the Services is subject to French and European Union export control laws and may be subject to similar regulations in other countries.

Customer agrees to comply with all such laws.

14.3. Notices

Any notification and formal information which must be made from a Party to the other one will be made in writing.

They will be sent to the receiving Party through any means which allows for the registration of its delivery (registered letter, DHL, Fedex or any other).

Notifications to Pasqal will be made to:
Pasqal
24 rue Emile Baudot
91120 PALAISEAU — FRANCE
By email: legal@pasqal.com

14.4. Personal Data

Where applicable and for the strict purpose of the applicability of these Terms, Pasqal commits to collecting, processing and storing any personal data in accordance with the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, known as “GDPR” and Law No.78-17 of January 6, 1978, and any other applicable law relating to data processing, files and associated freedoms.