General Terms of Use of Qruise GmbH

Qruise GmbH
Am Hölzersbach 7
66113 Saarbrücken

VAT ID: DE347193538
Managing directors: Shai Machnes, Frank Wilhelm-Mauch
Phone: +49 2233 6208251
Email: info@qruise.com

§ 1 General, scope of application

(1) Qruise GmbH (hereinafter "Qruise") distributes licences for the Qruise software (hereinafter "Qruise Toolset") to the Licensee via the platform www.qruise.com (hereinafter "Platform"). The Qruise Toolset is a collection of algorithms, optimisers, simulators, machine learning tools and other software components to accelerate the development of quantum technology and improve its application. The Qruise toolset can only be used with a valid, fee-based licence.

(2) The use of the Qruise toolset is subject to the following terms and conditions of use, which are bindingly agreed in the relationship between the Licensee and Qruise upon first access to the respective user account. If special terms and conditions for individual uses of the Qruise Toolset differ from the following Terms of Use, this will be expressly indicated at the appropriate place on the Platform. In such cases, the specific terms of use shall apply in addition.

(3) The Qruise Toolset contains data and information of all kinds which are protected by trademark and/or copyright in favour of Qruise or, in individual cases, in favour of third parties. It is therefore not permitted to download, reproduce and/or distribute the Qruise Toolset in whole or in part. Permitted is primarily the technically conditional reproduction for the purpose of browsing, insofar as this action does not serve any commercial purposes, as well as the permanent reproduction for one's own use.

§ 2 Registration

(1) Upon conclusion of a licence agreement with Qruise for the use of the Qruise Toolset (hereinafter referred to as the "Main Agreement"), Qruise will create a user account for the Licensee. The access data for this user account and for the use of the Qruise Tool Set will be provided to the Licensee by Qruise.

(2) Registration is always required. Without registration, Qruise cannot provide the Licensee with access data.

§ 3 Type and scope of performance

(1) The Qruise toolset enables system characterisation experiments to be performed that allow a crude model of a quantum system to be created - a simplified digital twin. This model can be used by the toolset to predict experimental results and enables optimal control. This is an optimisation aimed at finding the best control settings and pulses to perform the desired operations. Since the model is imperfect, the result of optimal control is also imperfect. Therefore, a closed-loop calibration is performed - a model-free control optimisation to achieve better results. Furthermore, the toolset can use the data observed during calibration to fine-tune the model, i.e. to improve the device characterisation. This is done by optimising the model parameters so that they best reflect the observed experimental data. The user can then improve the digital twin by extending the model and/or collecting more experimental data and re-running the characterisation procedure.

(2) Qruise grants the Licensee a non-exclusive, irrevocable right to use the Qruise Toolset for the term of the contract, limited in space and subject matter to the purpose of the contract, non-transferable and non-sublicensable. The scope of the rights of use is set out in the respective main contract. The rights of use are generally granted only for one user and within the scope of the purpose of the contract. Any transfer to third parties, rent, lease, leasing, software as a service is excluded. The delivery of source data is excluded. Any kind of editing, reworking and/or other processing of the software is not permitted. Any form of reverse engineering is excluded. The same applies to any form of translation or disassembly of the Qruise toolset or other attempts to read the source code. The prohibition of reverse engineering or modification of the Software does not apply if the Licensee is permitted to do so under applicable law, including but not limited to the Software Interoperability Directive respectively the implementing legislation in the Member States.

§ 4 Obligations of the Licensee

(1) The Licensee may only use the Qruise service for the purposes described in § 2 of these Terms of Use.

(2) The Licensee undertakes to provide true and complete information upon registration and to keep this information up to date during the term of the contract by adjusting it or notifying Qruise.

(3) The Licensee is obliged to keep his access data secret and not to disclose it to third parties. The transfer of the usage option of the registration and/or a paid usage package to third parties is prohibited.

(4) The Licensee is obliged to refrain from attempting to retrieve information or data without authorisation, either by himself/herself or through unauthorised third parties, or to interfere with the Qruise toolset or have it interfered with, or to penetrate data networks of Qruise without authorisation.

(5) The Licensee is obliged to provide, at its own expense, hardware and software as well as a broadband Internet connection for the use of the Qruise services.

(6) The Licensee undertakes in particular • not to interfere with telecommunications networks, • not to infringe any national or international intellectual property rights (e.g. copyrights, trademark rights), • not to violate criminal law regulations and regulations for the protection of minors, and • not to transmit any content which contains or refers to defamatory statements or other illegal or immoral content (hereinafter referred to as "content").

(7) In the event of the publication of inappropriate content within the meaning of the aforementioned paragraph 6, Qruise is entitled to immediately delete such content and to temporarily, and in repeated and/or severe cases also permanently, block the affected licensee.

§ 5 Intellectual property rights

(1) The Licensee warrants that it holds all rights (in particular copyrights, rights to images of persons, etc.) to the content provided and published in the Qruise Toolset.

(2) The Licensee warrants that the Content is free from third party rights and agrees to keep the Content free from third party rights. The Licensee shall immediately indemnify Qruise against any claims asserted by third parties in return for the assignment of any claims Qruise may have against such third parties arising from the circumstances alleged by the third parties.

(3) Qruise is obliged to use the documents and files to which it has access only within the scope expressly permitted to it here or permitted by virtue of mandatory regulations even without the consent of the Licensee and not to promote unauthorised use by third parties. This shall continue to apply after termination of the agreements.

§ 6 Warranty and liability of Qruise

(1) Qruise does not undertake to back up data for Licensees and does not provide any contractual assurances, guarantees or warranties beyond those required by law, unless otherwise agreed in individual cases.

(2) In all other respects, the legal warranty rights apply.

(3) Qruise, its legal representatives and vicarious agents have unlimited liability for damages caused by them in the event of intent or gross negligence. Liability does not extend to damage caused by improper or incorrect use by the user.

(4) In the case of slight negligence, Qruise is liable without limitation in the event of injury to life, limb or health.

(5) In all other cases, Qruise is only liable if it has breached a material contractual obligation. Material contractual obligations are those obligations which are of particular importance for the achievement of the purpose of the contract, as well as all those obligations which, in the event of a culpable breach, could lead to the achievement of the purpose of the contract being jeopardised. In these cases, liability is limited to compensation for the foreseeable, typically occurring damage.

(6) Liability under the Product Liability Act remains unaffected.

§ 7 Data protection

(1) Qruise shall comply with the applicable data protection provisions in force in Germany and shall oblige its employees deployed in connection with the contract and its performance to maintain data secrecy, unless they are already under a general obligation to do so.

(2) If Qruise collects, processes or uses personal data, it warrants that it is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, and indemnifies third parties against claims in the event of a breach.

(3) In any case, reference is made to the privacy policy of Qruise.

§ 9 Final provisions

(1) German law shall apply exclusively excluding the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) In the event that individual provisions of this User Agreement are invalid, the validity of the remaining provisions shall remain unaffected. The relevant statutory provisions shall apply in place of the invalid provision.

(3) There are no oral or written collateral agreements.

(4) If the Licensee is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the Licensee and Qruise is the registered office of Qruise.

(5) Qruise reserves the right to modify these Terms of Use from time to time and to adapt them to technical and legal developments. Licensees will be notified separately of any changes.