                            Q-CTRL Terms of service
                            Updated 22 February 2022
                            https://q-ctrl.com/terms

BY ACCEPTING THESE TERMS OF SERVICE YOU ARE ENTERING INTO A BINDING AGREEMENT
THAT APPLIES TO ANY USE OF THE PLATFORM. WE HAVE ENDEAVORED TO MAKE THE TERMS
SIMPLE AND CLEAR. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS
AGREEMENT, AND REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF ANY ORGANIZATION OR PERSON FOR WHOM YOU ARE USING THE
PLATFORM.

Summary

   1. Definitions
      We introduce key nomenclature used in this agreement.

   2. Use of the platform
      We describe your rights to access the platform.

   3. Your obligations
      We explain what we expect of you to maintain access.

   4. Payment
      We describe terms of payment and refunds.

   5. Intellectual property
      We describe your ownership rights and our ability to use data in order to
      provide you with access to the platform.

   6. Confidentiality and privacy
      We explain privacy rights and discuss use of the Q-CTRL name in public -
      including in publications (which we encourage).

   7. Warranties and liability
      We explain limits on warranties offered on the capabilities of the
      platform.

   8. Termination
      We describe both parties rights in terminating this agreement.

   9. Technical support and hosting
      We introduce the parameters under which we provide support for the
      platform.

  10. General
      A few miscellaneous legal issues.

  11. Interpretation
      Legal information on how to read and interpret this agreement.

  12. Addendum for free trial and non-paying users
      Information on what changes when you're using a free or trial version of
      the platform.

  13. Addendum for Black Opal users
      Information on what changes when you're using Black Opal.

1. Definitions

"Access Method" shall mean the means through which we make the platform
available to users, such as websites, mobile applications, application
programming interfaces (APIs), software development kits (SDKs), software
packages, or any form of user interface.

"Confidential Information" shall mean all information exchanged between you and
us, whether in writing, electronically or orally, including via the platform,
but does not include any information that:

  (a) is or becomes public knowledge other than by a breach of this agreement;

  (b) is received from a third party who lawfully acquired it and who is under
      no obligation restricting its disclosure; or

  (c) is in the possession of the receiving party without restriction in
      relation to disclosure before the date of receipt from the disclosing
      party; or

  (d) is independently developed without access to the confidential information.

"Credentials" shall mean credentials used by users to access the platform,
including email addresses, passwords, authentication tokens, API keys, hardware
keys, license keys and other log in, authentication and/or access control
methods.

"Data" shall mean any data inputted or uploaded by you, or with your authority,
into the platform, including that automatically inputted by your computer
systems or other equipment.

"Fee" shall mean the periodic fee (including value added, goods and services or
similar taxes if applicable) payable by you in accordance with your plan for
access to the platform and the provision of support, as may be varied pursuant
to clause 4.1.

"Hosting Provider" shall mean the company or companies contracted by us to host
the platform, provide the access method and store or process your data.

"Intellectual Property" shall mean any pending or granted patent, trademark,
copyright, design, know-how or any other intellectual or industrial property
rights, anywhere in the world whether or not registered, other than moral rights
of individual creators of copyright work.

"Plan" shall mean the particular subscription plan for the platform that you
subscribed to (or subsequently change to) with such access rights, support,
features and limitations published by us at the time of subscription (or
change).

"Platform" shall mean the software made available by us from time to time via
the access method, as may be changed or updated from time to time by us. The
features of the platform available to you will depend on the plan you have
subscribed to and whether the platform is hosted by us, hosted on-premises, or
installed locally.

"Q-CTRL" shall mean Q-CTRL Pty Ltd (ABN 78 622 325 535) of Level 10, 171
Clarence Street, SYDNEY NSW 2000 Australia (also referred to as "we", "us" or
"our").

"Subscriber" shall mean the person who registers to use the platform and, where
the context permits, includes any entity on whose behalf that person registers
to use the platform.

"Support" shall mean the support services offered to you by us, the nature and
extent of such are determined by your plan.

"User" shall mean anyone that uses the platform with the authorization of the
subscriber from time to time.

"You" shall mean the subscriber and, where the context permits, a user.

2. Use of the platform

We grant you the right to access and use the platform and the outputs of the
platform according to your plan. If your plan includes an academic discount, it
is designated for academic, non-commercial use. This right is non-exclusive,
non-transferable and limited by, and subject to, this agreement.

You acknowledge and agree that, subject to any applicable written agreement
between the subscriber and the users, or any other applicable laws:

  (a) the subscriber determines who is a user;

  (b) the subscriber is responsible for all users use of the platform;

  (c) the subscriber controls each user's level of access to the platform at all
      times and can revoke or change a user's access at any time, and for any
      reason, in which case that person or entity will cease to be a user and

  (d) if there is any dispute between a subscriber and a user regarding access
      to the platform, the subscriber shall decide what access, or level of
      access, to the platform that user shall have, if any.

3. Your obligations

3.1 General obligations

You must only use the platform and the access method for your own lawful
internal business purposes and in accordance with this agreement. You must never
use the platform and the access method for the creation of publicly accessible
tools and applications.

You acknowledge that the platform is continuously evolving, subject to ongoing
development and improvement, and may not be suitable for all uses. The platform
must not be used for any purposes on which critical infrastructure or human life
depends, or in circumstances where any failure or malfunction may result in
personal injury.

In most circumstances, you are solely responsible for the interoperability of
the platform with your computer systems, software and hardware. We accept no
responsibility for any liability in connection with the manner in which the
platform interoperates (or fails to interoperate) with your, or any third party,
systems, software or hardware.

In the case of a subscription to an enterprise plan, which includes the
incorporation of software customization and professional services,
specifications on interoperability will be covered under a separate agreement.

3.2 Access conditions

You must ensure that all credentials required to access the platform are kept
secure and confidential. You must immediately notify us of any unauthorized use
of your credentials or any other breach of security and you must take all other
actions that we reasonably deem necessary to maintain or enhance the security of
our computing systems and networks and your access to the platform.

When accessing and using the platform, you must:

  (a) not attempt to undermine the security or integrity of our computing
      systems or networks or, where the platform is hosted by a third party,
      that third party's computing systems and networks;

  (b) not use, or misuse, the platform in any way which may impair the
      functionality of the platform or the access method, or other systems used
      to deliver the platform or impair the ability of any other user to use the
      platform or the access method;

  (c) not attempt to gain unauthorized access to any data, information or
      materials (other than those to which you have been given express
      permission to access) or to the computer systems on which the platform is
      hosted;

  (d) not transmit via, or input into, the platform any files that may damage
      any computing devices or software, content that may be offensive, or
      material or data in violation of any law (including data or other material
      protected by copyright or trade secrets which you do not have the right to
      use); and

  (e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or
      reverse engineer any computer programs or algorithms forming part of, or
      used to deliver, the platform or the access method.

3.3 Communication conditions

If you use any communication tools available through the access method (such as
email, chat or forums), you must agree only to use such communication tools for
lawful and legitimate purposes. You must not use any such communication tool for
posting or disseminating any material unrelated to the use of the platform,
including: offers of goods or services for sale, unsolicited commercial email,
files that may harm any other person's computing devices or software, content
that may be offensive or in violation of any law (including material that is
protected by copyright or trade secrets which you do not have the right to use).

When you make any communication via the access method, you represent that you
are permitted to make such communication. We are under no obligation to ensure
that any communications are legitimate or that relate only to the use of the
platform. As with any other software, you must exercise caution when using
communication tools available via, or relating to, the platform. However, we
reserve the right to remove any communication at any time in our sole
discretion.

4. Payment

4.1 Fee

Unless you are accessing a trial or free version of the platform, an invoice for
the fee will be issued either annually or each month starting one month (the
"billing period") from the date you first agreed to the terms of this agreement.
All invoices will include the fee for the following billing period. We will
continue invoicing you according to the agreed schedule until this agreement is
terminated in accordance with clause 8.

The fee may be varied by us no more than once every 12 months. We will give you
at least 30 days' notice of any changes. If you do not accept any increase in
the fee then you may terminate this agreement or elect to change to a different
plan within such notice period.

If you elect to upgrade to a plan with additional features, your fee will
increase to our then current list price for such plan, unless we have agreed to
give you access at a different price. You may elect to downgrade to a plan with
fewer features, however, no refund will be given for any fee previously paid or
payable. The fee for the subsequent billing period will decrease to our then
current list price for such plan, unless we have agreed to give you access at a
different price.

4.2 Invoicing and payment

All invoices will be sent to your nominated email address. You must pay all
amounts specified in any invoice by the due date on the invoice. If you have set
up auto-billing arrangements with us then we will deduct the payment
automatically under the terms of those arrangements. You must ensure that you
have adequate funds in your nominated bank account or a valid credit card to
enable all automatic payments to be processed when due.

If invoices are not paid in full by the due date (including due to any failure
of an automatic payment) then, in addition to any other rights we have, we may:

  (a) suspend your access to the platform immediately and without further
      notice, and

  (b) charge you interest on the overdue amount at the United States Federal
      Reserve Federal Funds Rate plus four per cent (4%) per annum, calculated
      from the date the payment became due to the date of full and final
      payment.

4.3 Taxes

Unless expressly stated otherwise, all amounts stated to be payable in this
agreement (or related documents such as quotations or invoices) exclude GST.

If GST is imposed on any supply made under, or in accordance with, this
agreement, the recipient of the taxable supply must pay an additional amount
equal to the GST payable on or for the taxable supply. Payment of the additional
amount will be made at the same time as payment of the taxable supply is
required to be made in accordance with this agreement.

If this document requires a party to pay for, reimburse or contribute to any
expense, loss, indemnity or outgoing (reimbursable expense) suffered or incurred
by another party, the amount required to be paid, reimbursed or contributed by
the first party will be the sum of:

  (a) the amount of the reimbursable expense less the input tax credits (if any)
      to which the other party is entitled in respect of the reimbursable
      expense; and

  (b) if the other party's recovery from the first party is a taxable supply,
      any GST payable in respect of that supply.

In this clause, "GST" and other words defined in the "A New Tax System (Goods
and Services Tax) Act 1999 (Cth)" or subordinate legislation have the meaning
given in that legislation.

If we are required to charge you value added, goods and services or similar
taxes and duties under the laws of any other jurisdiction, you must pay all such
additional amounts at the same time as payment of the taxable supply is required
to be made.

5. Intellectual property

5.1 General

Title to, and all intellectual property rights in and relating to the platform,
the access method and any documentation relating to the platform remain the
property of us (or our licensors).

5.2 Ownership and licenses of data

Title to, and all intellectual property rights in, the data remain your
property. However, your access to, and use of, the data is contingent on full
payment of the fee when it is due.

You grant us a non-exclusive, royalty-free license to use, copy, transmit,
store, and backup your information and data for the purposes of enabling you to
access and use the platform and for any other purpose related to the provision
of services to you.

We will also collect information relating to your use of the platform, such as
the access method used, profile of your system, type and brands of hardware, and
configuration settings. You irrevocably grant us and our collaborators the
non-exclusive right to use such information for further research, product
development and benchmarking purposes. We will not publish such information in a
manner that identifies it as yours.

5.3 Backup of data

We adhere to our best practice policies and procedures to prevent data loss,
including a frequent system data backup regime, but do not make any guarantees
that there will be no loss of data. We expressly exclude liability for any loss
of data no matter how caused.

You can request a backup of your data at any time. Backups will be provided in a
common export format determined by us. Additional costs may apply depending on
the frequency, size, and delivery requirements of the backups.

5.4 Third-party applications and your data

If you enable third-party applications for use in conjunction with the platform,
you acknowledge that we may allow the providers of those third-party
applications to access your data as required for the interoperation of such
third-party applications with the platform. We will not be responsible for any
disclosure, modification or deletion of your data resulting from any such access
by third-party application providers.

5.5 Ownership and protection of proprietary rights

You acknowledge that all intellectual proprietary rights in the platform and the
access method belong exclusively to us or our licensors and that you will not
dispute such ownership. In the event that we provide new or customized features
or improvements based on requests or suggestions made by you, you acknowledge
that all rights in any such features or improvements belong exclusively to us,
and that you will not be compensated for the request or suggestion. You hereby
assign to us all intellectual property rights you may have in any features or
improvements suggested by you, and agree to sign such documentation as we may
reasonably require to further assure our title to such features or improvements.

In the event you, or anyone on your behalf, obtains patent protection for any
invention regarding, involving or derived from the use of the platform or the
access method, you grant us a perpetual, irrevocable, non-exclusive, worldwide,
fully paid up license (capable of sublicense and transfer) of such patent right,
including the right to make, have made, use, sell, offer for sale, and import
any product and to practice any method the subject of such patent right and to
authorize others to do so. Any assignment of such patent rights is, and must be
made subject to, such license.

5.6 Open source files and libraries

Certain files and libraries used in the platform may be the subject of open
source licenses. The terms of such licenses apply to your use of such files and
libraries, and prevail in the event of any inconsistency with this agreement.

6. Confidentiality and privacy

6.1 Confidentiality

Each party will preserve the confidentiality of all confidential information of
the other obtained in connection with this agreement. Neither party will,
without the prior written consent of the other, disclose or make any
confidential information available to any person, or use the same for its own
benefit, other than as contemplated by this agreement.

This clause above does not apply to the extent that any information is required
to be disclosed by law.

6.2 Publications

We encourage our users to publish or present the results of their use of the
platform in peer-reviewed journals and at academic conferences. Any such
publications must not be misleading or deceptive in any respect, or contain
material relating to us, our personnel or products that are libelous, defamatory
or otherwise likely to bring us into disrepute or prejudice the goodwill of our
brand. We encourage you to share copies of proposed publications with us
beforehand. If publishable outcomes arise from joint development or efforts in
collaboration with our personnel, you must adhere to accepted principles of
academic honesty and credit.

6.3 Use of names

You will not issue any media release or use our name, brands or logos in any
promotional materials regarding this agreement without prior written consent.

We will not use any personally identifying information in any media release or
promotional materials regarding this agreement without prior written consent of
the other party. We may use non-identifying information, such as your
organization name or logo, for general promotional purposes.

6.4 Privacy

We will comply with our obligations under the "Privacy Act 1998 (Cth)", and if
you are a European resident we will comply with our obligations to you under the
European Union General Data Protection Regulation (GDPR).

Our privacy policy located at https://q-ctrl.com/privacy sets out the parties'
obligations in respect of personal information. You should read that policy and
you will be taken to have accepted that policy when you accept this agreement.
We will usually only collect personal information from you and use such
information for the purposes of administering your account. We will not provide
your personal information to third parties, other than to our contractors, for
the purposes of making the platform available to you or otherwise in connection
with this agreement.

7. Warranties and liability

7.1 Authority

You warrant that:

  (a) where you have registered to use the platform on behalf of another person,
      you have the authority to agree to this agreement on behalf of that person
      and agree that by registering to use the platform you bind the person on
      whose behalf you act to the performance of any and all obligations that
      you become subject to by virtue of this agreement, without limiting your
      own personal obligations under this agreement; and

  (b) you are authorized to use the platform and that you are authorized to
      access the information and data that is made available to you through your
      use of the  platform (whether that information and data is your own or
      that of anyone else).

7.2 Acknowledgment

Subject to clause 7.3, you acknowledge and agree that:

  (a) quantum computing is at an early stage of development and the provision
      of, access to, and use of, the platform and support is on an "as is" basis
      and at your own risk;

  (b) it is your sole responsibility to determine that the platform meets the
      needs of your business and is suitable for the purposes for which it is
      used, including that the plan you have subscribed to is adequate for your
      needs;

  (c) the platform and support are supplied without any representations,
      assurances, or warranties (express or implied), including warranties as to
      quality, safety, merchantability, fitness for any purpose, or
      non-infringement of intellectual property and other rights of third
      parties;

  (d) We do not warrant that the use of the platform will be uninterrupted or
      error free. Among other things, the operation and availability of the
      systems used for accessing the platform, including telephone services,
      computer networks and the Internet, can be unpredictable and may, from
      time to time, interfere with or prevent access to the platform. We are not
      in any way responsible for any such interference or prevention of your
      access to, or use of, the platform or access method; and

  (e) it is your responsibility to check that storage of, and access to, your
      data via the platform and the access method will comply with laws
      applicable to you.

7.3 Limitation on warranties

Where any prescribed terms apply, the liability of us to you for a breach of
such a term is limited to the maximum extent permitted by law. Certain
guarantees and rights may be conferred on you which cannot be excluded,
restricted or modified. If so, then the parties agree that, to the maximum
extent permitted by law, our liability under those guarantees and rights is
limited to the re-supply of the relevant goods or services or the payment of the
cost of re-supplying the relevant goods or services (at our option). "Prescribed
terms" means terms, conditions and warranties implied by law into some contracts
for the supply of goods or services, and which the law expressly provides, may
not be excluded, restricted or modified or may be excluded, restricted or
modified only to a limited extent (including rights you may have as a consumer
under the "Competition and Consumer Act 2010 (Cth)").

7.4 Indemnity

You indemnify us, our affiliates, licensors and our respective employees,
officers, agents and contractors against all claims, costs, damage and loss
arising from your breach of this agreement, including our legal fees and
expenses, and any costs relating to the recovery of any fees that are due but
have not been paid by you.

7.5 Limitation of liability

To the maximum extent permitted by law, we excludes all liability and
responsibility to you (or any other person) in contract, tort (including
negligence) or otherwise, for any loss (including loss of information, data,
profits and savings) or damage resulting, directly or indirectly, from any use
of, or reliance on, the platform, the access method or support.

If you suffer loss or damage as a result of our negligence or failure to comply
with this agreement, any claim by you against us arising from such negligence or
failure will be limited in respect of any one incident, or series of connected
incidents, to the fees paid by you in the previous 12 months.

If you are not satisfied with the platform or the support, your sole and
exclusive remedy is to terminate this agreement in accordance with clause 8.2.

8. Termination

8.1 No-fault termination and refunds by us

We may terminate this agreement at any time without cause and in such an event
we will refund such fees paid in advance in respect of the period after
termination to your nominated credit card or bank account in the same currency
as the fees were originally paid by you.

We will not otherwise provide any refund for any remaining prepaid period for a
prepaid fee subscription unless required to do so under a legal obligation that
cannot be contracted out of.

8.2 No-fault termination by you

This agreement will continue for the period covered by the fee paid or payable.
At the end of each billing period this agreement will automatically continue for
another period of the same duration as that period, provided you continue to pay
the prescribed fee when it is due, unless either party terminates this agreement
by giving notice to the other party at least 30 days before the end of the
relevant payment period.

If you terminate this agreement you remain liable for all relevant fees for the
then current billing period up to and including the day of termination of this
agreement. No refunds will be given if you terminate prior to the end of a
billing period.

8.3 Breach

If you:

  (a) breach any provision of this agreement (including by non-payment of any
      fees) and do not remedy the breach within 10 business days after receiving
      notice of the breach if the breach is capable of being remedied;

  (b) breach any provision of this agreement and the breach is not capable of
      being remedied; or

  (c) become insolvent, go into liquidation, have a receiver or manager
      appointed over any of your assets, make any arrangement with your
      creditors or become subject to any similar insolvency event in any
      jurisdiction, then we may take any or all of the following actions, at our
      sole discretion:

  (d) terminate this agreement and your use of the platform and the access
      method;

  (e) suspend, for any definite or indefinite period of time, your use of the
      platform and the access method;

  (f) suspend or terminate access to all or any data;

  (g) limit, suspend or terminate provision of support to you; or

  (h) take any or all of the above actions in respect of any or all other
      persons whom you have authorized to have access to your information or
      data.

We may also terminate this agreement immediately if it becomes unlawful for us
to supply access to the platform to you. No refunds will be made in such an
event.

8.4 Accrued rights

Termination of this agreement is without prejudice to any rights and obligations
of the parties accrued up to and including the date of termination or which
relate to the consequences of termination. On termination of this agreement you
will:

  (a) remain liable for any accrued charges and amounts which become due for
      payment before or after termination; and

  (b) immediately cease using the platform and the access method.

Clauses 5 (other than 5.3), 6, 7, 10 and 11 survive the expiry or termination of
this agreement.

8.5 Deletion of data

We are entitled to delete all copies of your data after 30 days following
termination of this agreement. You are entitled to receive a backup of your data
provided the request is made within 20 days following termination of this
agreement.

9. Technical support and hosting

9.1 Support

We will provide you with the support as described in your plan, subject to the
following conditions and any other conditions, limitations or exclusions
described in your plan:

  (a) all fees due under this agreement are fully paid at the time of the
      support request;

  (b) the person making the request has valid credentials;

  (c) the support request is solely related to the platform as delivered by us,
      and not related to ancillary hardware, software or systems such as
      computers or networks used by you to access, or in conjunction with, the
      platform.

Unless otherwise specified in your plan, the support provided under this
agreement is not intended to be a replacement for end-user training, system
configuration or consulting. If we consider that a support request does not meet
the criteria for support under your plan then we may decline to respond to the
support request and may suggest alternative means of satisfying the support
request such as via professional services for additional training or consulting
or by entering into a more comprehensive support agreement that better meets
your requirements.

9.2 Service availability

We will use all reasonable endeavors to ensure that the platform is available to
the user for 90.0% of all scheduled available time, solely as it relates to the
hosting provider's network and server Internet access. Scheduled available time
shall be defined as 24 hours per day, seven days per week, excluding:

  (a) routine system maintenance downtime of up to six hours per week, which
      shall be scheduled outside of normal business hours if practical;

  (b) downtime to address specific critical software issues; and

  (c) any downtime caused by circumstances beyond the immediate control of us or
      our contractors.

9.3 Data sovereignty

Your data will be hosted in the United States. Users will be able to connect to
the platform from anywhere on the Internet and thus some of your data may be
transmitted outside the United States in response to user queries.

10. General

10.1 Entire agreement

This agreement, together with our privacy policy located at
https://q-ctrl.com/privacy, supersede and extinguish all prior agreements,
representations (whether oral or written) and understandings and constitute the
entire agreement between you and us relating to the platform and other matters
dealt with in this agreement.

10.2 Amendment and waiver

This agreement may only be amended by agreement of the parties in writing. No
delay or indulgence by a party in enforcing this agreement will prejudice or
restrict the rights of that party. Any waiver of a party's rights must be
expressly stated in writing and will not operate as a waiver of any subsequent
breach.

10.3 Delays

Neither party will be liable for any delay or failure in performance of its
obligations under this agreement if the delay or failure is due to any cause
outside its reasonable control. This clause does not apply to any obligation to
pay money.

10.4 No assignment

You may not assign or novate any of your rights or obligations under this
agreement to any other person without our prior written consent (not to be
unreasonably withheld). We may assign or novate all or some of our rights or
obligations under this agreement to an affiliate, a purchaser of our business or
as we otherwise see fit.

10.5 Governing law and jurisdiction

This agreement is governed by the laws of New South Wales, Australia and the
parties submit to the exclusive jurisdiction of the courts of that state
(without regard to its conflicts of laws principles). lf you breach your
obligations under this agreement then we may suffer irreparable harm. In
addition and without prejudice to any other remedies that we may have, we are
entitled to seek and obtain injunctive relief in any court of competent
jurisdiction

10.6 Severability

The provisions of this agreement are severable. If any provision is found or
held to be invalid or unenforceable or capable of termination by a party in any
jurisdiction in which this agreement is performed, then the meaning of that
provision will be construed, to the extent feasible, to render the provision
enforceable.

10.7 Notices

Any notice given under this agreement by either party to the other must be in
writing by email and will be deemed to have been given on transmission. Notices
to us must be sent via the contact form located at https://q-ctrl.com/contact or
as we otherwise notify to your nominated email address. Notices to you will be
sent to the email address that you provided when setting up your access to the
platform.

11. Interpretation

The following rules of interpretation apply unless the context requires
otherwise.

  (a) Headings and the summary above are for convenience only and do not affect
      interpretation.

  (b) The singular includes the plural and conversely and a reference to "a
      thing" (including a right) includes a reference to a part of that thing.

  (c) A reference to:

      (i) a person includes incorporated and unincorporated bodies and other
          entities;

     (ii) any party to this agreement or any other entity includes the party's
          or entity's successors and permitted assigns;

    (iii) any document is to that document as amended, novated, supplemented or
          replaced from time to time, except to the extent prohibited by this
          agreement or that other document;

     (iv) legislation includes any amendment or superseding legislation; and

      (v) conduct includes any omission and any statement or undertaking,
          whether or not in writing.

  (d) Where examples of a thing or set of things are given by reference to the
      word "including", the meaning of references to the thing or set of things
      is not to be limited by reference to the examples.

  (e) This document, or any part of it, is not to be construed against a party
      because that party drafted or proposed it.

12. Addendum for free trial and non-paying users

The only terms of use that apply to free trial and non-paying users are listed
in this addendum, and, unless specifically referenced in this addendum, none of
the other clauses of this agreement apply.

The following clauses apply to free trial and non-paying users:

   1. Definitions
   2. Use of the platform
   3. Your obligations
   5. Intellectual property (except for 5.3 Backup of data)
   6. Confidentiality and privacy
   7. Warranties and liability
   8. Termination
  10. General
  11. Interpretation

The following additional terms apply to free trial and non-paying users and if
any conflict arises these additional terms will prevail:

  (a) We may terminate your use of the platform at any time and for any reason;

  (b) you agree that your data has no commercial value and that we may delete
      your data upon termination of your access to the platform, and

  (c) you will not be entitled to technical support, although we may elect to
      provide this at our sole discretion.

13. Addendum for Black Opal users

13.1 License to use

Unless otherwise specified, Black Opal is licensed as a personal, non-exclusive,
non-transferable, limited license product, solely for internal, non-commercial
use. Examples of non-commercial uses include academic research, personal
experimentation, or teaching and educational purposes. Non-commercial means that
the licensee is prohibited from using the product and its content to derive
commercial advantage or monetary compensation. Please contact Q-CTRL if you want
to reuse the content for any purpose other than for personal education.

13.2 Restrictions

You agree that you shall not, and shall not authorize any third party to:

  (a) use Black Opal or any part thereof for any commercial or for-profit
      purpose or any other purpose other than as permitted in this agreement;

  (b) modify, adapt, decompile, disassemble, translate into another computer
      language, create derivative works of, or otherwise reverse engineer Black
      Opal, or disclose any trade secrets or any other intellectual property
      relating to Black Opal;

  (c) license, sublicense, distribute, sell, lease, transfer, assign, trade,
      rent or publish Black Opal or any part thereof and/or copies thereof, to
      any third party;

  (d) make copies of Black Opal;

  (e) remove any copyright or other notices from Black Opal; or

  (f) use, without its express permission, the name of Q-CTRL.
