Access Agreement
Last updated: May 16, 2021
PLEASE READ THESE ACCESS TERMS (THE “AGREEMENT” OR “TERMS”) CAREFULLY. THIS AGREEMENT APPLIES TO IONQ, INC’S (“VENDOR”) PROVISIONS OF COMPUTE SERVICES. THIS AGREEMENT GOVERNS THE PROVISION OF COMPUTE SERVICES AND RUNNING OF JOBS. BY SUBMITTING JOBS TO VENDOR AND/OR BY CLICKING ON THE “I ACCEPT” BUTTON, AND/OR COMPLETING THE REGISTRATION PROCESS, THE PERSON OR ENTITY AGREEING TO THIS AGREEMENT (“YOU” OR “CUSTOMER”) REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH VENDOR, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MAY NOT SUBMIT JOBS TO VENDOR.
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY VENDOR IN ITS SOLE DISCRETION AT ANY TIME.
When changes are made, Vendor may make a new copy of this Agreement available prior to the submission of Jobs. We may also update the “Last Updated” date at the top of this Agreement. If we make any material changes, and you have registered with us to create an account we may also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new Jobs. If you do not agree to any change(s) after receiving a notice of such change(s), do not submit new Jobs.
1. Definitions
Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used or otherwise defined.
1.1 Access Protocols
“Access Protocols” means the credentials, passwords, access codes, or other relevant procedures provided by Vendor to Customer to access the Services, which may include, without limitation use of the IonQ API.
1.2 Affiliate(s)
“Affiliate(s)” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
1.3 Circuit
“Circuit” means the sequence, code, and/or routine to be executed through the Services.
1.4 Compute Services/Services
“Compute Services” or “Services” means IonQ’s execution of Customer’s Jobs using the Technology.
1.5 Control
“Control” control of greater than fifty percent of the voting rights or equity interests of a party.
1.6 Customer
“Customer” means the person or entity that submits a Job to Vendor.
1.7 Documentation
“Documentation” means the technical materials provided by Vendor to Customer in hard copy or electronic form, including via online URL or link, describing the use and operation of the Services.
1.8 Job
“Job” means: (a) for Circuits to be run on the IonQ Quantum Technology, the Circuit to be run by the Services for the number of Shots specified by the Customer; and (b) for Circuits to be run in the IonQ simulator technology the Circuits to be run.
1.9 Job Guidelines
“Job Guidelines” means the Vendor guidelines about the type of Jobs that may be submitted through the Services that are made available at https://ionq.com/guidelines, as may be amended from time to time by Vendor in its sole discretion.
1.10 Job Request
“Job Request” means the Job request form submitted by Customer and accepted by Vendor regarding the Services.
1.11 Shots
“Shots” means the number of times the Circuit submitted by Customer will be run by the Services.
1.12 Technology
"Technology means the IonQ quantum computer, and all software, interfaces, tools, utilities and other technologies relating thereto (and any related intellectual property) that is provided by or on behalf of Vendor and used to provide the Services (the “IonQ Quantum Technology”).
2. Provision of Services
2.1 Access
Subject to Customer’s compliance with the terms of this Agreement, including payment of applicable fees, Vendor will provide Customer with the ability to submit Jobs for execution through the Services using the Access Protocols made available by Vendor.
2.2 Acceptance
All Jobs are subject to acceptance or rejection by Vendor in its sole discretion. Neither entering into this Agreement nor receiving access to the Services guarantees that any particular Job, or any Job at all, will be accepted for execution by Vendor.
2.3 Provision of Compute Services
Once a Job is accepted by Vendor, Vendor will provide the Compute Services for the Job. Vendor makes no guarantees as to how long a Job will take to run or when a Job will be completed. Once a Job is completed, Vendor will promptly provide the results back to Customer.
2.4 Restrictions
Customer agrees that it will not, and will not permit any other party to: (a) allow any third party to access the Services or Documentation; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer, or otherwise allow the use of the Services or Documentation for the benefit of any third party except as expressly allowed herein; or (c) access or use the Services or Documentation for the purpose of developing or creating a competitive service or product.
3. Proprietary Rights
3.1 Customer Materials
Customer hereby grants Vendor a non-exclusive, worldwide, royalty-free, and fully-paid license to use all code, algorithms, data, instructions, and other materials provided by Customer (“Customer Data”) in connection with the provisions of the Services. As between the parties, Customer owns all right, title, and interest in the Customer Data.
3.2 Customer Responsibility and Obligations
Customer may not share any Access Protocols issued to or on behalf of Customer or access the Services for any other party. Customer (not Vendor) will be liable for any activities undertaken, or omissions made, by anyone using its Access Protocols. Customer will immediately notify Vendor of any unauthorized use of its Access Protocols or any breach of security relating to the Services known to Customer. Furthermore, Customer shall ensure that all Jobs, Customer Data, and applications used by Customer in connection with the Services comply with this Agreement, all applicable laws, the Documentation, and Job Guidelines. Customer is also responsible for obtaining and maintaining any required consents necessary to permit the processing of Customer Data under this Agreement. Customer will not disclose to any third party the results of any survey, benchmark test or other evaluation of the Services or the Technology except with Vendor’s prior written consent. Vendor is not obligated to back up any Customer Data, and Customer is solely responsible for creating backup copies of any Customer Data and any results of the Services obtained by Customer, at Customer’s sole cost and expense. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Vendor makes no guarantees as to which version of the Technology any given Job will be run on.
3.3 Vendor Materials
Vendor owns and retains all right, title and interest (including, but not limited to, all copyright and patent rights) in the Services, Technology, and Documentation, and Vendor reserves all rights to the foregoing that are not expressly granted herein. No other license or right of any kind (express or implied) is granted to Customer by Vendor in or to the Services, Documentation, Technology, or any part thereof.
3.4 Feedback
Customer hereby grants Vendor a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate in the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the Services (“Feedback”).
3.5 Usage Data
The parties acknowledge and agree that Vendor may collect usage data relating to Customer’s use of the Services. Vendor will own all rights in such data and may use such data for any purpose (including, but not limited to, providing the Services and Technology, and troubleshooting, auditing, and improving the Services and Technology), provided that if Vendor provides such data to a third party it will aggregate and anonymize such data so that Customer cannot be identified as the source of such data. In no event, will such usage data contain the details of the Job (e.g., the code or algorithms sent by Customer or the results thereof).
3.6 Data Processing Addendum
Unless a separate agreement covering the subject matter of this Agreement is entered into by the parties that specifically references the Data Processing Addendum, each party will comply with the Data Processing Addendum attached to this Agreement as Attachment 1. The Data Processing Addendum is incorporated into this Agreement by reference.
3.7 Security
Vendor will implement reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized loss, destruction, alteration, access, or disclosure.
3.8 Third Party Materials
As a part of the Services, Customer may have access to materials that are hosted by another party. Customer agrees that it is not possible for Vendor to monitor such materials and that Customer’s access to these materials is at Customer’s risk.
3.9 Open Source Software
Certain items of software may be provided to Customer with the Services and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.1 or 6.1. Instead, 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 Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Vendor makes such Open Source Software, and Vendor’s modifications to that Open Source Software, ava