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Terms of Service

Please check the account information you've entered above (feel free to change anything you like), and review the Terms of Service below. D-WAVE SYSTEMS INC. ("D-WAVE") END-USER LICENSE AGREEMENT ORION WEB SERVICES AND RELATED SOFTWARE - EVALUATION VERSION IMPORTANT - READ CAREFULLY BEFORE INSTALLING: THIS END-USER LICENSE AGREEMENT is a legal contract between D-WAVE and the individual or entity which installs or otherwise uses the attached D-WAVE software product. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, WHICH WILL INSTALL THE ATTACHED SOFTWARE, OR BY OTHERWISE INSTALLING OR USING THE SOFTWARE, THE INDIVIDUAL OR ENTITY WHICH INSTALLS OR USES THE SOFTWARE ("LICENSEE") AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE. This Agreement applies to the evaluation of the attached software product by Licensee during the evaluation period, which is without charge. In this Agreement, "Software" means (a) the object code version of the computer program known as "Orion Web Services", (b) the object code version of any computer program related to the Orion Web Services; (c) the user manuals and documentation accompanying or published for such program, (d) any updates of such program and manuals and documentation, and (e) any copies of the foregoing. 1.EVALUATION LICENSE DURING THE EVALUATION PERIOD a.Evaluation License during the Evaluation Period. Upon Licensee's agreement to be bound by the terms of this Agreement as provided above, D-WAVE grants to Licensee a non-exclusive, non-transferable license to use the Software solely for purposes of internal, non-commercial evaluation and testing of the Software as provided in this Agreement. Such license will be effective for ninety (90) days after installation of the Software. The evaluation period and any extensions thereof that are granted by D-WAVE in its sole discretion are referred to as the "Evaluation Period" in this Agreement. b.Terms and Conditions during the Evaluation Period. During the Evaluation Period, all of the terms and conditions of this Agreement shall be applicable to Licensee's use of the Software. c.No Rights after the Evaluation Period unless Licenses are Purchased by Licensee. After the Evaluation Period, this Agreement will terminate, D-WAVE shall have no obligation to enable Licensee to use the Software, and Licensee may not use the Software for any purpose unless D-WAVE and Licensee have entered into a separate written license agreement applicable to such license to use after the Evaluation Period. If Licensee and D-WAVE enter into a written license agreement that is separate from this electronic Agreement and that grants to Licensee license(s) to use the Software for internal use after the Evaluation Period, then such written license agreement will supersede and replace this electronic Agreement which shall terminate. 2.USE RESTRICTIONS a.Permitted Users. At all times during the Evaluation Period and thereafter, Licensee agrees to allow only its then current employees (the "Permitted Users"), to use the Software for the internal business of Licensee and not to allow any other persons to use the Software or to use the Software for a purpose other than for the internal use of Licensee. b.Permitted Computers. At all times during the Evaluation Period and thereafter, Licensee agrees to install the Software and make the Software available for use only on computers owned or leased by Licensee which are located at the premises of Licensee. c.Other Restrictions. At all times during the Evaluation Period and thereafter, Licensee agrees not to: i.copy, modify or create any derivative works of the Software; ii.decompile, disassemble, reverse engineer, or attempt to derive the source code for the Software; iii.distribute, sell, rent, lease, sublicense or otherwise transfer rights to the Software; or iv.remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on the Software. d.Compliance with Laws. At all times during the Evaluation Period and thereafter, Licensee agrees to comply with all export laws and regulations of the United States, Canada or any other government and agrees not to export or re-export the Software in violation of any such laws or regulations. Licensee also agrees to comply with all applicable laws and regulations with respect to the import into any country or the use in any country of the Software. 3.NO WARRANTY. THE SOFTWARE IS DELIVERED TO LICENSEE "AS-IS". D-WAVE MAKES NO WARRANTY AS TO THE USE OR PERFORMANCE OF THE SOFTWARE OF ANY KIND. D-WAVE DOES NOT WARRANT THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING OF THIRD PARTY RIGHTS, AND DISCLAIMS AND EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, ITS USE, PERFORMANCE OR APPLICATION, THE DISKETTE OR OTHER TANGIBLE MEDIA ON WHICH THE SOFTWARE IS DELIVERED, OR ANY INFORMATION PROVIDED REGARDING THE SOFTWARE. 4.LIMITATION OF LIABILITY. D-WAVE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE POSSESSION OF, USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY AND NOTWITHSTANDING THAT ANY REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE MAXIMUM LIABILITY OF D-WAVE TO LICENSEE SHALL IN ANY EVENT NOT EXCEED THE SUM OF THE LICENSE FEE PAID BY LICENSEE FOR THE SOFTWARE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND PARAGRAPHS AND WILL NOT APPLY ONLY TO THE EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY NOTWITHSTANDING THE LIMITATIONS OR EXCLUSIONS THEREIN. 5.OWNERSHIP. Except for the license rights granted to Licensee hereunder, D-WAVE and its suppliers retain all right, title and interest in the Software, including any rights under the patent, trademark, copyright, trade secrets and other intellectual property laws, and this Agreement does not grant to Licensee any intellectual property rights in the Software. The structure, organization and code underlying the Software are the valuable trade secrets of D-WAVE and its suppliers. Licensee agrees that Licensee will not take any action to jeopardize, limit or interfere in any manner with such ownership by D-WAVE and its suppliers and shall not disclose to any third party trade secrets of D-WAVE and will take all reasonable precautions necessary to protect the confidentiality of such trade secrets. 6.CONFIDENTIALITY a.Each party (the "Receiving Party") agrees to keep confidential all information disclosed to it by any other party (the "Disclosing Party") and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information). b."Confidential Information" includes the source code of the Software, the terms and conditions of this Agreement, the existence of the discussions between the parties and all information, data, knowledge and know-how (in whatever form and however communicated) relating, directly or indirectly, to the Disclosing Party (or to its affiliates or to its or their businesses, operations, properties, products, markets, or financial positions) that is delivered or disclosed by the Disclosing Party or any of its officers, directors, employees, agents, affiliates or shareholders to the Receiving Party in writing, electronically, verbally or through visual means, or which the Receiving Party learns or obtains verbally, through observation or through analyses, interpretations, compilations, studies or evaluations of such information, data, knowledge or know-how, including but not limited to, the Disclosing Party’s product plans, ideas, inventions, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how. c.Except as provided in this Agreement and for furthering the purposes of Licensee’s evaluation of the Software, the Receiving Party will not disclose to a third party the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party. d.The Receiving Party will not have any such obligation with respect to the disclosure to others not parties to this Agreement of such information as can be established to: i.have been known publicly before communication by the Disclosing Party to the Receiving Party; ii.have become known publicly, without fault on the part of the Receiving Party, subsequent to communication by the Disclosing Party to the Receiving Party; iii.have been known otherwise by the Receiving Party before communication by the Disclosing Party to the Receiving Party; iv.have been received by the Receiving Party without any obligation of confidentiality from a source (other than the Disclosing Party) lawfully having possession of such information; v.have been independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party; vi.have been disclosed to the extent required by a court of competent jurisdiction; or vii.have been disclosed pursuant to timely disclosure requirements imposed by law or by stock exchange policies applicable to the Receiving Party, and in such cases, only where the Disclosing Party has been given a reasonable opportunity to review such proposed disclosure and the Receiving Party has maintained confidentiality to the greatest extent permissible under such laws and policies. e.The parties acknowledge that the unauthorized disclosure of the Disclosing Party's Confidential Information will: i.substantially diminish the value to the Disclosing Party's trade secrets and other proprietary interests that are the subject of this Agreement; ii.render the Disclosing Party's remedy at law for such unauthorized use, disclosure or transfer inadequate; iii.cause irreparable injury to the Disclosing Party in a short period of time; and iv.if the Receiving Party breaches any of its obligations with respect to the use or confidentiality of the Disclosing Party's confidential information, the Disclosing Party will be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief in the Supreme Court of British Columbia. f.The parties' rights and obligations under this Article survive the termination of this Agreement or of any license granted under this Agreement for whatever reason. 7.TERMINATION UPON EXPIRATION OF THE EVALUATION PERIOD. a.This Agreement is effective from the date on which the attached Software is installed or used by Licensee until terminated. This Agreement will terminate automatically without notice from D-WAVE: i.upon the expiration of the Evaluation Period, unless D-WAVE and Licensee have entered into a separate written license agreement applicable to such license to use after the Evaluation Period, or ii.if Licensee fails to comply with any provision of this Agreement. Upon Licensee's receipt of a refund of the License Fee, this Agreement will terminate. Licensee may voluntarily terminate this Agreement at any time. b.Upon termination of this Agreement at any time and for any reason, Licensee will: i.discontinue any and all use of the Software, ii.purge the Software from all computer systems, storage media and other files and return to D-WAVE the Software, including the user manuals and other documentation, and all copies thereof, or at the request of D-WAVE, destroy the Software, the user manuals and other documentation, and all copies thereof, and iii.deliver to D-WAVE certification that Licensee has complied with these termination obligations. c.If this Agreement is terminated at any time and for any reason, Licensee will not be entitled to any refund of the License Fee. d.Paragraphs - and - hereof shall survive the termination of this Agreement. 8.NO MODIFICATIONS. No reseller, distributor or dealer of the Software is authorized to make any modifications, extensions, or additions to this Agreement. Any modification or waiver of any provision of this Agreement will not be effective unless signed by an authorized officer of D-WAVE and an authorized representative of Licensee. 9.GOVERNING LAW AND GENERAL PROVISIONS a.Governing Law and Other General Provisions. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, excluding its conflict of law provisions, as applied to agreements entered into and to be performed within British Columbia by British Columbia residents, and not by the United Nations Convention on Contracts for the International Sale of Goods. Subject to Article , all disputes arising out of or in connection with the consulting relationship between the parties, including disputes arising out of or in connection with this Agreement, are to be referred to and finally resolved by arbitration by a single arbitrator pursuant to the British Columbia Commercial Arbitration Act and with the place of arbitration to be Vancouver, British Columbia. b.Amendment and Waiver. No modification of this Agreement is valid unless made in writing and signed by both parties. A waiver expressed or implied by a party of any default of the other party in the observance or performance of this Agreement must be in writing, and such waiver does not constitute and is not to be construed as a waiver or condonation of any subsequent or other default. c.Time. Time is of the essence of this Agreement. d.Severance. If any provision in this Agreement should be held invalid or unenforceable, such provision shall be modified to the extent necessary to render it valid or enforceable or severed from this Agreement if no such modification is possible, and the other provisions of this Agreement shall remain in full force and effect. e.Assignment. Licensee may not assign its rights or delegate its obligations under this Agreement without the prior written consent of D-WAVE, which consent may be withheld in the sole discretion of D-WAVE. D-WAVE may assign its rights or delegate its obligations under this Agreement to any affiliate of D-WAVE or any third party. This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns. f.No Other Agreements. This Agreement is the entire agreement of the parties with respect to the Software, and there are no other agreements, written, oral, electronic or otherwise, with respect to the Software. COPYRIGHT D-WAVE SYSTEMS INC. 2008. All Rights Reserved. By clicking on 'I accept' below you are agreeing to the Terms of Service above and the Privacy Policy.