IonQ End User License Agreement

Last revised on: June 26, 2024

PLEASE READ THIS END USER LICENSE EULA (“EULA”) CAREFULLY. BY ACCESSING OR USING THE QUANTUM CLOUD AND RESOURCES AVAILABLE OR ENABLED VIA THE IONQ QUANTUM CLOUD AND/OR IONQ API (“QUANTUM CLOUD”), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS EULA; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH IONQ, INC. (“IONQ”); AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE EULA PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT LEGAL ENTITY TO THIS EULA. THE TERM “USER” AND “YOU” REFER TO THE INDIVIDUAL OR LEGAL ENTITY IDENTIFIED AS THE USER WHEN YOU REGISTER ON THE QUANTUM CLOUD OR WHEN YOU ACCEPTED THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA, YOU MAY NOT ACCESS OR USE THE QUANTUM CLOUD.

If you are accessing IonQ’s Quantum Cloud on behalf of an organization and your organization and IonQ have a separate agreement in effect to access the Quantum Cloud, that agreement will control with respect to any conflicts with this EULA.

Subject to the foregoing, this EULA is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect thereto. When changes are made to this EULA, IonQ will provide notice thereof by making a new copy of the EULA available on the Quantum Cloud and updating the “Last Updated” date at the top of the EULA. If User does not agree to any change after receiving a notice of such change, User will stop using the Quantum Cloud. Otherwise, User’s continued use of the Quantum Cloud constitutes acceptance of such change. THIS EULA IS SUBJECT TO CHANGE BY IONQ FROM TIME TO TIME. PLEASE REGULARLY CHECK THE QUANTUM CLOUD TO VIEW THE THEN-CURRENT EULA.

1. PROVISION OF SERVICES.

1.1. Provision of Compute Services.

Subject to your compliance with the terms of this EULA, including payment of applicable fees, IonQ may provide you with access to submit Jobs for execution through the Quantum Cloud using the Access Protocols made available to you (the “Compute Services”). Access to computation (running quantum circuits) on IonQ’s Quantum Cloud may be granted to one specific system, a class of systems, a subset of IonQ’s systems, or all of them. Each system may have a different price for access to IonQ’s Services. IonQ’s Services may allow clients to run, retrieve, and manage quantum workloads via major open-source quantum computing SDKs (e.g., Qiskit, Cirq, CQ tket, Q#, QCW Forge, ProjectQ, PennyLane, TensorFlow, etc.), via a RESTful API, or via a web console. Users may have the option to take advantage of IonQ's proprietary compilation and optimization toolchain, a direct "hardware-native" circuit specification, and IonQ's proprietary error mitigation solutions. IonQ may provide the Compute Services associated with the applicable Job when the Job is accepted by IonQ. Jobs must be submitted by an individual who is duly authorized to do so on behalf of the User, and who is in compliance with all statutes, laws, regulations or other requirements of any relevant federal, state, local, or foreign government (collectively, “Laws”) that may apply to User’s activities under this EULA. “Access Protocols” means the credentials, passwords, API keys, access codes, or other relevant procedures provided to you to access the Compute Services, which may include use of IonQ APIs. “Services” means collectively and individually Compute Services and the Quantum Cloud. “Job” means as applicable: (a) for Inputs to be run on the IonQ Quantum Technology, the Input to be run by the Compute; and (b) for Inputs to be run in the Simulator Technology, the Input to be run by the Simulator Technology.

1.2. Use Restrictions; Unauthorized Use.

Except as otherwise explicitly provided in this EULA or as may be expressly permitted by applicable Law, User will not, and will not permit any end user or other third parties to: (a) rent, lease, or otherwise permit third parties to use the Services, Technology, or Documentation; (b) use the Services to provide services or IonQ’s Intellectual Property to third parties; or (c) circumvent or disable or otherwise attempt to evade or interfere with any security or other technological features or measures of the Services or Technology; (d) access or use the Services, Technology, or Documentation for the purpose of developing, enabling, or creating a competitive service or product. User will use reasonable efforts to prevent any unauthorized use of the Services, Technology, or Documentation and promptly notify IonQ in writing of any unauthorized use that comes to User’s attention, whether by an end user or other third party. User agrees to reasonably cooperate and assist with any actions taken by IonQ to prevent or terminate unauthorized use of the Services, Technology, or Documentation. User may not share any Access Protocols with any third party. User will be solely liable for any activities undertaken, or omissions made, by anyone using User’s Access Protocols. User will promptly notify IonQ of any unauthorized use of its Access Protocols or any breach of security relating to the Services known to User. Furthermore, User will ensure that all Jobs, Inputs, and applications, technology, and systems used by User in connection with the Services comply with this EULA, all applicable Laws, and the Documentation. User will obtain and maintain all required consents necessary to permit the processing of Inputs under this EULA. IonQ is not obligated to back up any Inputs, and User is solely responsible for creating backup copies of any Inputs and any Results, at User’s sole cost and expense. User is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Inputs.“Technology” means: (a) the IonQ quantum computer, and all software (third party, open source, or otherwise), 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 IonQ to provide User the Services, as applicable (the “IonQ Quantum Technology”); and (b) the IonQ simulator software (which includes any and all third party and open source software), 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 IonQ and used to provide the Compute Services (the “Simulator Technology”). “Documentation” means the technical materials provided by IonQ to User in hard copy or electronic form, including via online URL or link, describing the use and operation of the Compute Services.

1.3. Data Protection. The parties expressly incorporate by reference the IonQ Data Protection Addendum (“DPA”) to ensure compliance with global laws and regulations related to the processing of Personal Data (defined in the DPA) in connection with the Services and this EULA.

2. PROPRIETARY RIGHTS.

2.1. General.

Each party retains all right, title, and interest in and to its Intellectual Property. Without limiting the foregoing, IonQ owns and retains all right, title, and interest (including all copyright and patent rights) in the Services, Technology, and Documentation, (including all components, derivative works, or modifications thereto), and IonQ reserves all rights to the foregoing that are not expressly granted herein. Except as expressly provided in this EULA, no other license or right of any kind (express or implied) is granted to User by IonQ in or to the Services, Documentation, Technology, or any part thereof. “Intellectual Property” means any trademarks, trade secrets, copyrights, or patents, including a party’s designs, documentation, data, developments, drawings, hardware improvements, inventions, information, processes, software techniques, tools, technology, and any other intellectual property rights in any country, and any third party licenses or other rights to use any of the foregoing.

2.2. Inputs and Results.

As between the parties, User owns and retains all right, title, and interest (including all copyright and patent rights) in and to all Inputs and Results. IonQ has no rights to any Inputs or Results other than the following limited rights. IonQ and its affiliates will have, and User hereby grants, only a limited, non-exclusive, royalty-free, right to use the Inputs and Results solely to provide the Services.“Inputs” means the sequence, code, and/or routine provided by or on behalf of User to be executed through the Compute Services, i.e., (i) one or more quantum circuits that describe which quantum gates to execute, (ii) input that specifies parameters for how to run a program that uses a quantum system, quantum simulator or quantum emulator, or (iii) inputs that directly or indirectly specify instructions for how the quantum circuits should be executed. “Results” means the output of a Job from the Compute Services provided by IonQ to User (or to a Channel Partner on behalf of User, if applicable).

2.3. Metadata.

User acknowledges and agrees that IonQ may collect usage data relating to the Jobs including execution system target, error mitigation on/off, timing of execution stages, number of qubits, shots, and gates, selected API options, and related operational metrics that IonQ may collect on its operations. Notwithstanding anything to the contrary, IonQ will own all right, title, and interest in and to that data and may use that data for any purpose including providing the Services and Technology, and troubleshooting, auditing, and improving the Services and Technology.

2.4. Feedback.

The more suggestions IonQ receives, the better the Services become. If User or any of its authorized users submits feedback or suggestions to IonQ regarding the Services (“Feedback”), there is a chance IonQ will use Feedback, although IonQ is not obligated to do so. If IonQ chooses to implement Feedback, then the Feedback will become part of the Services. Feedback may be treated as non-confidential and non-proprietary. IonQ will not be liable for any use or disclosure of any Feedback, nor will the submitter be entitled to any compensation for IonQ’s use of their Feedback.

2.5. Third Party Materials.

As a part of the Services, User may have access to materials that are hosted by another party. User agrees that it is not possible for IonQ to monitor such materials and that User’s access to these materials is at User’s risk. Certain items of software may be provided to User with the Services and are subject to “open source” or “free software” licenses (“Open Source Software”). Each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this EULA limits User’s rights under, or grants User rights that supersede, the terms and conditions of any applicable end user public license for the Open Source Software.

2.6. Confidentiality.

All Confidential Information of a party ("Disclosing Party") in the possession of the other ("Receiving Party"), whether or not authorized, shall be held in strict confidence, and the Receiving Party shall take all steps reasonably necessary to preserve the confidentiality of the Confidential Information. Information will not constitute the other party’s Confidential Information if it (a) is already known by the Receiving Party without obligation of confidentiality; (b) is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; (c) is publicly known without breach of this EULA; or (d) is lawfully received from a third party without obligation of confidentiality. The Receiving Party will not use or disclose any Confidential Information except as expressly authorized by this EULA and will protect the Disclosing Party’s Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably level of care under similar circumstances. The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party will not be in violation of this Section 2.6 with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body or otherwise required by law, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek an appropriate protective order. Information that is disclosed pursuant to a valid court or governmental order shall not lose its status as Confidential Information. User understands and agrees that the Technology is the Confidential Information of IonQ. “Confidential Information” means all non-public information and know-how disclosed or made available by the Disclosing Party pursuant to this EULA which is designated as confidential or should reasonably be understood to be confidential by the Receiving Party.

3. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

3.1. Mutual Representations and Warranties.

Each party represents, warrants, and covenants that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the Law of its jurisdiction of incorporation, organization or chartering; (b) it has the full power and authority to enter into this EULA; (c) the execution of this EULA by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (d) when executed and delivered by such party, this EULA will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

3.2. Warranty.

IonQ represents, warrants, and covenants that it will provide the Services in a professional and workmanlike manner. User represents, warrants, and covenants that the Job and Inputs does not: (i) infringe any copyright, trademark, patent right, or misappropriate any trade secret; (iii) be deceptive, libelous, obscene, unlawful, or otherwise objectionable; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage IonQ’s system or data; or (v) violate any applicable Laws or otherwise violate any privacy or other right of any third party.

3.3. DISCLAIMER.

THE PARTIES ACKNOWLEDGE THAT THE QUANTUM CLOUD AND TECHNOLOGY ARE EXPERIMENTAL IN NATURE AND THAT THE DOCUMENTATION, TECHNOLOGY, AND QUANTUM CLOUD ARE PROVIDED “AS IS.” EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS EULA, IONQ MAKES NO ADDITIONAL REPRESENTATIONS AND WARRANTIES (AND HEREBY DISCLAIMS ALL), WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), AS TO ANY MATTER WHATSOEVER. IONQ EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IONQ DOES NOT WARRANT THAT ERRORS CAN BE CORRECTED, THAT PERFORMANCE OF THE QUANTUM CLOUD WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT A JOB WILL BE ACCEPTED AS SUBMITTED OR COMPLETED, THAT ANY INFORMATION PROVIDED THROUGH THE QUANTUM CLOUD IS OR WILL BE ACCURATE OR COMPLETE, OR THAT ANY INFORMATION PROVIDED THROUGH THE QUANTUM CLOUD WILL ALWAYS BE AVAILABLE.

4. INDEMNIFICATION.

4.1. Indemnification by IonQ.

IonQ will defend User against any claim, demand, suit or proceeding made or brought against User by a third party alleging that any Services infringe or misappropriate such third party’s intellectual property rights (a “Claim Against User”), and will indemnify User from any damages, attorney fees and costs finally awarded against User as a result of, or for amounts paid by User under a settlement approved by IonQ in writing of, a Claim Against User. In the event that IonQ’s right to provide the Services is threatened or enjoined, IonQ may in its sole discretion either obtain the right to continue providing the Services, or replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate this EULA upon thirty days written notice without liability to User and refund any prepaid fees covering unutilized Services on a pro-rata basis following the effective date of such termination. The above defense and indemnification obligations will not apply if the Claim Against User arises from: (i) the use or combination of the Services or any part thereof with any software, hardware, data, or processes not provided by IonQ, and the Services or use thereof would not infringe without such combination; or (ii) Inputs or User’s material breach of this EULA.

4.2. Indemnification by User.

User will defend IonQ and its affiliates against any claim, demand, suit or proceeding made or brought against IonQ by a third party: (a) alleging that the combination of Inputs or configuration provided by User and used with the Services infringes or misappropriates such third party’s intellectual property rights; or (b) arising from (i) User’s use of the Services or Inputs in an unlawful manner or in violation of this EULA (ii) any Inputs or User’s use of Inputs with the Services, or (iii) a third-party service provided by User; ((a)-(b) each a “Claim Against IonQ”); and will indemnify IonQ from any damages, attorney fees and costs finally awarded against IonQ as a result of, or for any amounts paid by IonQ under a settlement approved by User in writing of, a Claim Against IonQ. The above defense and indemnification obligations will not apply if the Claim Against IonQ arises from IonQ’s material breach of this EULA.

4.3. Indemnification Procedures.

Each party’s respective defense and indemnification obligations are contingent upon: (1) the indemnified party providing the defending party with prompt written notice of an eligible claim (no more than thirty days after receipt of notice of the claim), as well as reasonable cooperation, assistance and information in the defense and settlement of any claim; and (2) the defending party having sole authority to defend or settle such claim (provided that the defending party will not enter into a settlement that is not confidential, requires an admission of fault, or imposes non-monetary relief without the indemnified party’s prior written consent, which will not be unreasonably withheld). The indemnified party will have the right to participate in the defense with counsel of its own choosing at its own expense, provided that such representation does not interfere with the defending party’s right to control the defense.

4.4. Exclusive Remedy.

Section 4 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described herein, notwithstanding anything to the contrary in this EULA.

5. PAYMENT.

5.1. Fees.

User will pay IonQ the fees for Services as set forth in an executed SOW, as applicable (the “Fees”). IonQ will invoice User for the Fees within thirty business days after the SOW Effective Date, as appliable. Fees will be due thirty days from the date of invoice. Fees are non-refundable even if User chooses, for any reason, not to receive the full amount of the Services. If the Services are not fully utilized during the Term, the remaining unutilized Services will be forfeited at the end of the Term. In no event will any unused Services associated with the Fees be refunded or roll-over or be applied in a future period. Non-payment or late payment of undisputed fees are material breaches of this Agreement. If any amount is past due more than thirty days, User will pay interest on the overdue balance at the rate of one percent (1%) per month or the maximum permitted by law, whichever is less, plus all actual and reasonable expenses of collection, including attorneys’ fees. IonQ will be entitled to withhold performance and discontinue Service until all amounts due are paid in full. Fees are not refundable under any circumstances and expire at the end of the Term.

5.2. Taxes.

Other than net income taxes imposed on IonQ, User will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from this Agreement. User will pay any additional Taxes as are necessary to ensure that the net amounts received by IonQ after all such Taxes are paid are equal to the amounts that IonQ would have been entitled to in accordance with this Agreement as if the Taxes were not imposed. User will make all payments of Fees to IonQ in USD and free and clear of, and without reduction for, any withholding taxes. User will indemnify and defend IonQ in connection with any proceedings brought by any taxing authorities in connection with this Agreement.

5.3. Channel Partners.

This Section 5.3 applies to access to the Services purchased by Users through an authorized channel partner of IonQ (e.g., Amazon Braket, Google Quantum, Microsoft Azure, etc.) (“Channel Partner”). Instead of paying IonQ, User will pay applicable amounts to the Channel Partner as agreed between User and the Channel Partner. User’s order details (such as the scope of use and fees) will be as stated on Channel Partner’s service, or in a quote, purchase order or by similar means, as provided by Channel Partner to IonQ on User’s behalf. Channel Partner is responsible for verifying the accuracy of all User information and order information. IonQ may suspend or terminate User’s rights to use the Services if IonQ does not receive the corresponding payment from Channel Partner. If User is entitled to a refund under this Agreement, IonQ will refund any applicable fees to Channel Partner and Channel Partner will be solely responsible for refunding the appropriate amounts to User, unless otherwise specified. This Agreement is directly between IonQ and User and governs all use of the Services by User as between IonQ and User. Channel Partners are not authorized to modify this Agreement or make any promises or commitments on IonQ's behalf, and IonQ is not bound by any obligations to User other than as set forth in this Agreement. IonQ is not party to (or responsible under) any separate agreement between User and Channel Partner and is not responsible for the Channel Partner’s acts, omissions, products, or services. The amount paid or payable by the Channel Partner to IonQ for User’s use of the Services under this Agreement will be deemed the amount paid or payable by User to IonQ under this Agreement for purposes of Section 6 (Liability Limitations).

6. LIABILITY LIMITATIONS.

6.1. DISCLAIMER OF DAMAGES.

EXCEPT FOR BREACH OF CONFIDENTIALITY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA AND TO THE MAXIMUM EXTENT PERMITTED BY LAWS, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS EULA, INCLUDING LOSS OF INCOME, PROFITS, OR REVENUE, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE QUANTUM CLOUD, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE.

6.2. LIMITATION OF LIABILITY.

EXCEPT FOR THE EXCLUDED LIABILITIES, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA AND TO THE MAXIMUM EXTENT PERMITTED BY LAWS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER IN CONNECTION WITH THIS EULA OR USER’S ACCESS TO AND USE OF THE QUANTUM CLOUD EXCEED THE TOTAL FEES PAID BY USER FOR THE QUANTUM CLOUD UNDER WHICH THE CLAIM AROSE IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

6.3. EXCLUDED LIABILITIES.

“EXCLUDED LIABILITIES'' MEANS ANY LIABILITIES ARISING FROM: (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 4 (INDEMNIFICATION); (B) BREACH OF SECTION 2 (PROPRIETARY RIGHTS); (D) BREACH OF SECTION 1.2 (USE RESTRICTIONS; UNAUTHORIZED USE); OR (E) USER’S OBLIGATION UNDER THIS EULA TO PAY ANY OUTSTANDING INVOICES, FEES, AND EXPENSES. WITH RESPECT TO IONQ’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 4, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA AND TO THE MAXIMUM EXTENT PERMITTED BY LAWS, IN NO EVENT WILL IONQ’S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY USER FOR THE SERVICES UNDER WHICH THE CLAIM AROSE IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

6.4. ESSENTIAL BASIS.

THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND EXCLUSIONS SET FORTH IN THIS EULA FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND ABSENT ANY OF SUCH DISCLAIMERS, LIMITATIONS OF LIABILITY, OR EXCLUSIONS, THE PROVISIONS OF THIS EULA, INCLUDING THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT.

7. GENERAL.

7.1. Governing Law; Venue.

This EULA and any action related thereto will be governed and interpreted by and under the laws of the state of New York, without reference to conflicts of laws principles. Both parties expressly agree that any action relating to this EULA will exclusively be brought in the county of New York, and both parties irrevocably consent to the jurisdiction of the state and federal courts located in the county of New York. Each party expressly waives any objection that it may have based on improper venue or forum non-conveniens to the conduct of any such suit or action in any such court. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA. User will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its use of the Services hereunder. In the event of any legal proceeding between the Parties arising from this EULA, the substantially prevailing party may recover from the other party all its reasonable costs and expenses, including attorneys’ fees and court costs.

7.2. Publicity.

Neither party will issue a press release regarding User’s status as an IonQ customer or about User’s experience with the Services without the prior written consent of the other party. IonQ may refer to User as one of IonQ’s customers for marketing or promotional purposes, and User grants IonQ the right to use User’s name and logo solely for such purposes. IonQ will adhere to trademark guidelines User may provide to IonQ, and any goodwill that arises from IonQ’s use of User’s name or logo will inure solely to User’s benefit. User agrees to provide IonQ with a reasonable opportunity to review and comment on any article or other writing intended for publication, prior to the publication of such article or other writing, whether in digital or printed form, regarding or with reference to IonQ’s Services, Technology, or the execution of User’s Jobs. IonQ may object to such publication if IonQ deems such article or publication may: (a) result in the inadvertent disclosure of IonQ’s confidential or trade secret information, and/or (b) includes an inaccuracy relating to the algorithm or the optimization of the algorithm utilized for the Services or Consulting Services provided to User. User further agrees that User will not publish the results of any Services provided by IonQ for the User, without IonQ’s prior written consent, which will not be unreasonably withheld. The Parties further agree to cooperate in good faith and to take all reasonable steps to carry out the terms and the intent of this Section 7.2.

7.3. Relationship of the Parties.

This EULA will not be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the Parties, and the Parties will always be and remain independent contractors.

7.4. Severability.

In the event any provision of this EULA is held by a court of law or other governmental agency to be void or unenforceable, such provision will be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions will remain in full force and effect.

7.5. Force Majeure.

IonQ will not be deemed to be in breach of this EULA for any failure or delay in performance caused by reasons beyond its reasonable control, including any failure, disruptions or issues related to war, terrorism, strikes, failure of suppliers or third-party services, fires, floods, earthquakes, epidemics, or pandemics.

7.6. Equitable Relief.

Each party acknowledges that a breach by a party of Section 2.6 (Confidentiality) may cause the non-breaching party irreparable damages, for which an award of damages may not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this EULA to the contrary.

7.7. Notice.

All notices and other communications hereunder will be in writing and will be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

7.8. Third Party Beneficiaries; Waiver.

This EULA is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this EULA. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this EULA, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this EULA will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The waiver by either party of any breach of any provision of this EULA does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this EULA will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this EULA.

7.9. Government End-Users.

The Quantum Cloud and Compute Services are each a "Commercial Item," as that term is defined at 48 C.F.R. §2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. §12.212, 48 C.F.R. §227.7202, and 48 C.F.R. §12.211, respectively. Consistent with 48 C.F.R. §12.212, and 48 C.F.R. §§227.7202-1 through 227.7202-4, all U.S. Government end users' rights to use, modify, reproduce, release, perform, display, or disclose the Quantum Cloud, Compute Services and the Documentation are as provided by this EULA. This U.S. Government Rights clause, consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software, computer software documentation or technical data related to the Quantum Cloud, Compute Services, and the Documentation.

7.10. Interpretation.

Section titles and headings are for convenience only and have no legal or contractual effect. The word “will” shall be construed to have the same meaning as “shall.” The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” The word “or” will not be exclusive. The phrase “to the extent” will be construed to mean the degree to which a subject or other matter extends, and such phrase will not simply mean “if.” Where a word is defined herein, references to the singular will include references to the plural and vice versa. All references to “days” will be deemed to refer to calendar days unless otherwise specifically provided. All references to “$” and “dollars” will be deemed to refer to United States currency unless otherwise specifically provided.