Terms of Service

These Terms of Service ("Terms") govern your access to and use of Qubital's quantum computing platform (the "Platform"). By clicking "I Agree," registering an account, or otherwise using the Platform, you ("You" or "User") agree to be bound by these Terms. PLEASE READ CAREFULLY.

When you use, access, register for, or interact with any part of the Qubital Platform—including browsing, designing circuits, executing code, or engaging with other users—you are confirming that you have read, understood, and agreed to all terms, conditions, and policies outlined in this Terms of Service document.

This includes any policies referenced within the document or published elsewhere on the Platform. By continuing to use the Platform, you acknowledge that you are legally bound by these Terms for the full duration of your account's existence, unless and until your account is terminated in accordance with Section 4.

If you do not agree with all provisions of these Terms, you must not access or use the Platform, and you must refrain from creating an account. Your agreement is recorded via a clear and intentional action—such as clicking "I Agree" or logging in to the Platform—which constitutes legally valid digital consent under applicable laws and standards.

To ensure clarity, the capitalized terms used throughout these Terms refer to specific concepts as follows:

• Platform: Qubital's online quantum computing system, which includes all interactive web pages, APIs, SDKs, and any related tools or services provided for designing, executing, or sharing quantum computing projects.
• Account: Your personal or organizational registration within the Platform, encompassing your unique login credentials and any settings or profile information associated with your use of Qubital's services.
• Quantum Code: Any quantum computing instructions, circuits, programs, algorithms, simulation data, or other scripts that you create, edit, upload, or submit while using the Platform, including quantum gates, measurement protocols, and logical operations.
• User-Generated Content: All forms of material contributed by users—including, but not limited to, Quantum Code, textual descriptions, design layouts, datasets, and metadata.
• Sharing Marketplace: The feature within the Platform that allows users to distribute, share, showcase, or sell their circuit designs and Quantum Code to other users, either publicly or via restricted access settings.
• Session: A single, trackable use of the Platform initiated by login or by accessing the Platform via an API token.
• Authorized User: An individual who has been granted permission by the primary account holder or administrator to access the Platform under that registered Account.

Subject to your compliance with these Terms, Qubital grants you a limited, non-exclusive, non-transferable, and revocable license to install, access, and operate the Quantum Code execution engine solely for the purpose of designing, simulating, and executing your own quantum circuits through the Qubital Platform.

Under this license, you may use the Platform's full suite of tools to create and refine quantum algorithms, run those algorithms on supported backends or simulators, and view and download any measurement outputs, logs, or results generated by your submitted Quantum Code.

Except as expressly permitted by these Terms, you are not authorized to copy, modify, distribute, sell, sublicense, reverse engineer, or otherwise exploit the Platform or any of its components. All rights, title, and interest in the Platform, including its software, documentation, and associated intellectual property, remains the exclusive property of Qubital and its licensors.

Subject to your full compliance with these Terms, your right to access and use the Qubital Platform begins as soon as you complete the account registration process and continues for the entire lifespan of your Account unless it ends earlier under the conditions described below.

You may terminate your Account at any time by selecting the "Delete Account" option in your Account settings or by submitting a written request to our support team. Upon receipt of such instruction, Qubital will promptly deactivate your access and handle any retained data in accordance with our Privacy Policy.

Qubital reserves the right to suspend or terminate your Account immediately and without prior notice if you breach any provision of these Terms, engage in unlawful or unauthorized activities, infringe on third-party rights, attempt to compromise Platform security, or fail to maintain any required subscription payments.

Notwithstanding any termination or expiration of your Account, the obligations and licenses granted in Sections 3, 5, 9, 10, 11, 13, and 14 shall survive and remain fully enforceable.

By submitting your Quantum Code to Qubital, you grant Qubital and its affiliates a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, compile, and otherwise modify your submitted code solely for the purposes of:

• Developing, training, validating, testing, and benchmarking Qubital's quantum AI and machine-learning models
• Loading and executing your Quantum Code on any supported backends or simulators
• Storing and caching it on secure servers
• Analyzing its behavior and performance characteristics
• Generating, displaying, and archiving any outputs produced from your code

Qubital may aggregate and de-identify your submissions into anonymized datasets for internal analytics, cross-model comparisons, performance reporting, research publications, and public benchmarking, provided that no personally identifiable or proprietary information is disclosed.

You retain full ownership of all intellectual property rights in your original code, and this grant of license does not diminish those rights in any way.

Qubital's Platform provides an integrated suite of advanced yet approachable tools that streamline every phase of quantum circuit development:

• Circuit Construction: Intuitive drag-and-drop interface for assembling quantum gates, rotation operations, entangling protocols, and measurement operators with real-time parameter editing and automatic validation.
• Simulation Engine: Execute circuits on high-performance classical hardware through asynchronous job queues that scale from local CPUs and GPUs to cloud-based computational clusters.
• Visualization Module: Dynamic, interactive graphics including live Bloch-sphere animations, time-series probability charts, annotated circuit timelines, and amplitude heat maps.
• Version Control: Robust system with branching, merging, snapshotting, and tagging capabilities, complete with visual diffs of circuit layouts and one-click rollback.

Every feature is supported by embedded learning resources—step-by-step tutorials, inline help links, and context-sensitive tooltips—so you can explore advanced functions at your own pace.

Within the Qubital Platform's Sharing Marketplace, you may:

• Make your quantum circuit designs publicly available to the entire user community
• Restrict distribution to specific collaborators via time-limited, permission-controlled links
• Offer circuits for purchase through our integrated commerce system (Advanced Subscribers)

Commercial Transactions: Advanced Subscribers may sell their circuits through flexible pricing models, with Qubital acting as the exclusive payment intermediary. Qubital collects funds in secure escrow, deducts platform fees according to our published fee schedule, and disburses net proceeds to sellers on a predetermined settlement cycle.

It is your sole responsibility as a seller to ensure that your shared or sold circuits do not infringe on third-party intellectual property or violate export control, encryption, or other regulatory restrictions.

You agree to indemnify, defend, and hold harmless Qubital against any claims arising from alleged or actual infringement, misappropriation, or unauthorized use of any intellectual property.

The Qubital Platform is offered under five tiered subscription plans:

All subscriptions commence on the Effective Date and automatically renew for successive periods of equal duration unless you provide at least thirty (30) days' prior written notice of non-renewal.

Payment Terms: All fees are invoiced in advance in United States dollars and are due within thirty (30) days of the invoice date. If you exceed your plan's quantum credit allocation, overage fees apply at the per-credit rate specified in your Order Form.

Except as expressly provided for under the Free Trial terms or required by applicable law, all payments are non-refundable.

If any payment is more than fifteen (15) days overdue, Qubital may suspend your access after providing at least one reminder notice. Undisputed amounts not paid accrue interest at 1.5% per month (or the maximum lawful rate).

PLEASE READ THIS SECTION CAREFULLY AS IT LIMITS QUBITAL'S LIABILITY.

To the fullest extent permitted by applicable law, Qubital, its parent, subsidiaries, affiliates, licensors and their respective officers, directors, employees, agents and representatives (collectively, "Qubital Parties") shall not be liable under any theory of liability for:

• Indirect, incidental, special, punitive or consequential damages
• Lost profits, lost revenue, loss of data, loss of business opportunity
• Business interruption, service downtime, security breaches
• Unauthorized access to or alteration of your data
• Procurement of substitute products or services

Warranty Disclaimer: Qubital Parties disclaim any and all warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, title, security, and uninterrupted or error-free operation of the Platform.

In no event shall the total aggregate liability of the Qubital Parties exceed the total subscription fees actually paid by you to Qubital during the twelve (12)-month period immediately preceding the event giving rise to liability.

Nothing in this section shall exclude or limit liability for (a) death or personal injury resulting from negligence; (b) fraud or willful misconduct; (c) any other liability that cannot be lawfully limited or excluded by contract under applicable jurisdictional law; or (d) Qubital's indemnification obligations set forth in Section 11.

Each party acknowledges that during the course of this Agreement it may receive access to the other party's Confidential Information, which includes all non-public business data, technical know-how, plans, financial information, customer lists, trade secrets, software designs, and other proprietary materials.

Data Security: Qubital commits to safeguarding your Customer Data through a comprehensive security program that incorporates administrative, technical, and physical controls aligned with industry best practices and recognized standards such as SOC 2 Type II and ISO 27001.

These measures include:

• Encrypted data transmission and storage
• Multi-factor authentication
• Regular vulnerability assessments
• Intrusion detection and prevention systems
• Strict access controls and employee security training

Our Privacy Policy governs the collection, use, processing, storage, and disclosure of any personal information you provide.

In the event of a confirmed Personal Data Breach affecting your data, Qubital will notify you no later than seventy-two (72) hours after discovery.

Upon termination or expiration of your Account, you have thirty (30) days to request export of all Customer Data in a mutually agreed-upon, machine-readable format.

You agree to defend, indemnify, and hold harmless Qubital, its parent and subsidiary companies, and each of their respective officers, directors, employees, agents, licensors and assigns from and against any and all losses, liabilities, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim based upon or arising out of:

• Your misuse, unauthorized use or breach of these Terms
• Any allegation that your Quantum Code, circuit designs, or user-generated content infringe, misappropriate or otherwise violate the intellectual property or other proprietary rights of any third party
• Your violation of any law, regulation or export control restriction in connection with your use of the Platform
• Any negligent acts or omissions by you, your employees or agents

You will promptly notify Qubital in writing of any Claim for which you may be responsible under this Section and will not settle or compromise any Claim without Qubital's prior written consent.

These indemnification obligations shall survive any termination or expiration of these Terms.

BY CLICKING "I AGREE" OR SELECTING THE CONSENT CHECKBOX, YOU ARE PROVIDING UNAMBIGUOUS, RECORDABLE DIGITAL CONSENT.

By clicking "I Agree" or selecting the consent checkbox at the end of the registration process, you are providing legally binding electronic consent that constitutes a legally binding electronic signature under:

• U.S. Electronic Signatures in Global and National Commerce Act (E-Sign Act)
• Uniform Electronic Transactions Act (UETA)
• EU's eIDAS Regulation
• Other applicable laws

You represent and warrant that you:

• Have carefully read, fully understand, and unconditionally accept every provision of these Terms
• Are at least eighteen years of age, or have obtained parental/guardian consent if between 14-17 years old
• Agree to resolve any claims through the binding arbitration procedures described in Section 13
• Expressly waive any right to a jury trial, to participate in a class action, or to seek injunctive relief outside the arbitration process

Qubital will retain a comprehensive audit trail—capturing the date and time of your consent, your IP address, device fingerprint, browser user agent, and the exact version of the Terms presented—to demonstrate your informed assent.

If you do not agree to all of these Terms, you must refrain from registering for or accessing the Qubital Platform.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict-of-law principles.

Dispute Resolution Process:

1. Good-Faith Negotiations (30 days): The parties will first engage in good-faith negotiations, with each side designating an executive-level representative empowered to explore settlement options.
2. Mediation: If negotiations fail, parties will proceed to non-binding mediation administered by JAMS under its Comprehensive Arbitration Rules and Procedures. Mediation will take place in New York City.
3. Binding Arbitration: If mediation does not result in settlement within 45 days, the dispute will be finally resolved by binding arbitration conducted in Wilmington, Delaware, before a single arbitrator with at least 10 years' experience in complex commercial and technology disputes.

To the fullest extent permitted by law, you and Qubital each expressly waive any right to a trial by jury, to participate in a class action or collective action, and to pursue any remedy outside the processes set forth in this Section.

Either party may seek provisional relief—including injunctive or equitable relief—in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm while arbitration is pending.

Entire Agreement: These Terms, together with any duly executed Order Form, constitute the entire and exclusive agreement between you and Qubital regarding your access to and use of the Platform.

Amendments: Qubital may unilaterally revise these Terms at any time by posting the updated version on the Platform or delivering notice via email at least fifteen (15) days before the new terms become effective.

Assignment: You may not assign, delegate, or transfer any of your rights or obligations under these Terms without Qubital's prior written consent. Qubital may freely assign this Agreement in connection with a merger, acquisition, or sale of assets.

Severability: If any provision is held to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to render it valid and enforceable, or severed if it cannot be so modified.

Force Majeure: Neither party will be liable for any delay or failure to perform obligations (excluding payment obligations) if caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemics, governmental orders, cyberattacks, or network outages.

Export Controls: You agree to comply with all applicable export control, economic sanctions, customs, and trade laws and regulations, including U.S. ITAR, EAR, and OFAC sanctions.

Third-Party Services: If you integrate or rely on third-party services, APIs, or content in connection with the Platform, you do so at your own risk. Qubital makes no warranties and assumes no liability with respect to third-party offerings.

Qubital accepts payment for Services and Fees in U.S. dollars (via credit card, debit card, or ACH) and, subject to these Terms, in:

• Bitcoin (BTC)
• Ether (ETH)
• Qubital Token (QBT) - the native utility token issued by Qubital on the blockchain network
• Any other digital asset that Qubital elects to accept by posting a notice on its website at least seven (7) days before activation

Conversion & Fees: All Crypto payments will be converted to U.S. dollars at the spot exchange rate published by Qubital's designated Crypto Payment Processor at the time of transaction submission. Users are solely responsible for all network, gas, miner, validator, bridge, smart-contract, or other blockchain-related fees.

Important: Cryptocurrencies are volatile and not backed by any central bank or government. No part of these Terms constitutes financial, investment, tax, or legal advice.

Compliance: Qubital may require identity verification, Know Your Customer (KYC), and Anti-Money Laundering (AML) checks before accepting any Crypto payments and reserves the right to refuse, suspend, freeze, or reverse any transaction suspected of illicit activity.

Refunds: All Crypto payments are subject to Qubital's refund policy, and any refunds will be issued in the identical Cryptocurrency based on its U.S. dollar-equivalent value at the time of the original transaction, less any network or processing fees.

Qubital does not act as a custodian or fiduciary for Crypto assets and disclaims all liability for loss, theft, hacking, system failures, or any unauthorized access to Users' Crypto.

All trademarks, service marks, trade names, and logos displayed on the Qubital Platform—including "Qubital" and the Qubital logo—are the exclusive property of Qubital LLC and are either registered with or pending registration at the United States Patent and Trademark Office and in other jurisdictions worldwide.

The underlying technology, systems, methods, and processes powering the Qubital Platform are the subject of:

All rights, title, and interest in and to these trademarks, patents, and pending applications are hereby reserved by Qubital LLC.

Unauthorized use, reproduction, distribution, or modification of Qubital's intellectual property is strictly prohibited and may result in legal action.