Software license agreement
This Software License Agreement (the “Agreement”) is made and entered into as soon as the user (“LICENSEE”) starts using Callisto Software (the “Effective Date”), by and between C12 Quantum Electronics (“C12”) and the LICENSEE.
Recitals
Purpose of the Agreement
WHEREAS, LICENSEE desires to obtain a license from C12 to the Callisto software in order to enable LICENSEE to satisfy its obligations under a Services Agreement entered into between LICENSEE and C12.
WHEREAS, C12 is willing to license the Callisto software to LICENSEE upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.
1. Definitions
1.1 Affiliates
“Affiliates” means, with respect to any entity, any entity that controls, is controlled by, or is under common control with such entity. “Control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interests.
1.2 Derivative Technology
“Derivative Technology” means:
- For copyrightable material: any translation, modification, improvement, compilation, or adaptation;
- For patentable material: any improvement thereof;
- For trade secrets: any new material incorporating or derived from such trade secrets.
1.3 Intellectual Property Rights
“Intellectual Property Rights” means patents, copyrights, trade secrets, moral rights, know-how, and all other intellectual property rights recognized worldwide.
1.4 Modifications
“Modifications” means Updates, Upgrades, and any other modifications or Derivative Technology of the Callisto software.
1.5 Callisto Software
“Callisto software” means the object code for the current Callisto software and all Modifications thereto, including documentation, instructions, interfaces, algorithms, designs, schemas, and related materials.
Updates include patches, bug fixes, minor enhancements, and corrections.
1.6 Upgrades
“Upgrades” means major releases of the Callisto software introducing new features or substantial modifications.
2. Recitals Incorporation
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by reference.
3. Ownership and Licenses
3.1 Ownership
C12 retains all right, title, and interest in and to the Callisto software, Modifications, and all associated Intellectual Property Rights. LICENSEE obtains no rights except those expressly granted in this Agreement.
3.2 Third-Party Licenses
The Callisto software incorporates:
- qiskit-aer (0.12.0)
- qiskit-qasm3-import (0.1.0)
- qiskit-terra (0.23.3)
All licensed under the Apache License, Version 2.0:
http://www.apache.org/licenses/LICENSE-2.0
4. License Grant
Subject to LICENSEE’s continuous compliance, C12 grants LICENSEE a non-exclusive, royalty-free, worldwide, non-transferable license to use the Callisto software and Modifications solely for servicing accounts represented by LICENSEE within the Callisto database.
5. Storage of Data
All data relating to this Agreement shall be stored on C12’s servers. LICENSEE may store duplicate copies of its own data at its own expense. C12 shall use commercially reasonable efforts to support data updates and transfers.
6. Warranty Disclaimer
THE CALLISTO SOFTWARE IS PROVIDED “AS IS”.
C12 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SECURITY. C12 DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.
7. All Rights Reserved
C12 retains all Intellectual Property Rights. The Callisto software is licensed, not sold. LICENSEE has only the limited rights expressly granted herein and may use the software solely for authorized internal purposes.
8. Nondisclosure of LICENSEE Documents
LICENSEE retains ownership of its own documents and Intellectual Property Rights. C12 agrees not to disclose LICENSEE’s proprietary information without prior written consent, except as required to perform its obligations.
9. Term and Termination
9.1 Term
This Agreement commences on the Effective Date and continues until terminated.
9.2 Termination for Default
Either party may terminate upon written notice of default. The non-terminating party has thirty (30) days to cure.
9.3 Effect of Termination
Upon termination, LICENSEE’s access to the Callisto software shall cease immediately.
10. Limitation of Liability
Neither party shall be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, data, or business interruption, to the maximum extent permitted by law.
11. Circumvention
11.1 Technical Protection
LICENSEE shall not circumvent or remove any technical protection or access control mechanisms.
11.2 Usage Restrictions
LICENSEE shall not bypass usage limitations or enable disabled functionality of the Callisto software.
12. General Provisions
12.1 Governing Law and Jurisdiction
This Agreement is governed by the laws of France.
12.2 Notices
All notices shall be in writing and deemed given according to the delivery methods specified herein.
Notice to C12:
hello@c12qe.com
12.3 No Agency
This Agreement does not create an agency, partnership, or joint venture.
12.4 Severability
Invalid provisions shall be modified to the minimum extent necessary to remain enforceable.
12.5 Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior communications.
12.6 No Third-Party Beneficiaries
No third party shall have rights under this Agreement.
12.7 No Assignment
LICENSEE may not assign this Agreement without prior written consent from C12.
12.8 Use of Third Parties
Each party may use contractors, subject to equivalent obligations.
12.9 Counterparts
This Agreement may be executed in counterparts.
12.10 Headings
Headings are for convenience only and have no legal effect.
Execution
The parties have executed this Agreement through their duly authorized representatives as of the Effective Date.