A. Legal Terms and Conditions of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

The following are terms and conditions of a legal agreement between you and D-Wave Systems Inc. (the 'Terms of Use'). BY USING, ACCESSING OR BROWSING THIS SITE OR ANY SITE AT DWAVESYS.COM WHETHER A SPONSORED SITE, MANAGED THROUGH A THIRD PARTY VENDOR OR HOSTED BY A THIRD PARTY (COLLECTIVELY, THE 'WEBSITE'), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THIS WEBSITE.

B. Services, Materials and Software

Through this Website, D-Wave Systems Inc. provides you with access to a variety of resources, including developer tools, download areas, communication forums and product information (collectively the Website and such resources constitute the "Services"). The Services, including any updates, enhancements, new features, and/or the addition of any new web properties, are subject to these Terms of Use. By using the Services or any other website(s) or other online service(s) of D-Wave Systems Inc., its affiliates, subsidiaries, successors, assigns and agents (collectively, 'D-Wave'), or other site(s) with links to these Terms of Use in any way, including using, transmitting, downloading or uploading any Materials Made Available or enabled via the Services by D-Wave, or by you, or by other users of the Services ('Users'), or merely by accessing or browsing the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.

'Materials' means any content Made Available by D-Wave, you or other Users and includes, without limitation, any (a) information, data, documents, text, images, photographs, graphics, audio, videos, or webcasts, (b) products, and (c) software code and associated documentation ('Software'). 'D-Wave Materials' means those Materials that are Made Available through the Services by D-Wave or its licensors and specifically does not include Materials made by you or other Users. 'Make Available', 'Made Available', 'Making Available' or similar expressions mean making available or enabling by any means including, but not limited to, uploading, posting, emailing, transmitting, distributing, performing, displaying or otherwise making available through any means whatsoever, publicly or privately, on or through the use of the Website, Services, Materials or Software.

D-Wave reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time. It is your responsibility to regularly check these Terms of Use periodically for changes. Your continued use of the Services following the posting of changes to these Terms of Use will mean you accept and agree to those changes. Services and Materials provided by third parties may be governed by separate agreements accompanying such Services and Materials. D-Wave may modify (including by imposing a charge for access to or use of) or discontinue, temporarily or permanently, any Service or Material, or any portion thereof, with or without notice. D-Wave shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or Materials.

Information may be changed or updated without notice and D-Wave assumes no responsibility regarding the accuracy of the information that is provided by D-Wave, you or any other User. Information on this Website may contain technical inaccuracies or typographical errors.

Links may be provided to take you to third party websites. Such third party websites are not under the control of D-Wave and D-Wave is not responsible for the content or any form of transmission received from any linked website or any link contained in a linked website, or any changes or updates to such websites. D-Wave is providing these links to you only as a convenience and the inclusion of any such link does not imply endorsement nor do we make any representations about these websites, including their privacy policies. If you decide to access any such third party website, you do so entirely at your own risk.

The Services and D-Wave Materials, and their selection and arrangement, are protected by patent, copyright, trademark, and other intellectual and proprietary rights (the 'Intellectual Property Rights'). Except as expressly provided in these Terms of Use, neither D-Wave nor its suppliers grants any express or implied right or licence to you under any Intellectual Property Right.

This Website may contain proprietary notices and copyright information, the terms of which must be observed and followed. By furnishing information, D-Wave does not grant any licenses to any patents, trademarks, copyrights or any other Intellectual Property Rights.

D-Wave's trademarks, service marks and logos ('Trademarks'), including but not limited to D-Wave, the D-Wave logo, D-Wave One, The Quantum Computing Company, Natural Quantum Computing, NQC, Vesuvius, Rainier, and Orion, represent Intellectual Property Rights owned by D-Wave and as such are valued assets of D-Wave. The absence of a Trademark from the above list does not constitute a waiver of D-Wave's trademark or other Intellectual Property Rights concerning that Trademark. Except where permitted by law, D-Wave's registered or unregistered Trademarks may only be used publicly with D-Wave's explicit written permission, and nothing on the Website or in these Terms of Use may be construed as granting any license or right to D-Wave's Trademarks by implication, estoppel or otherwise. Other product names or trademarks, including those appearing on the Website, that are not owned by D-Wave are for identification purposes only and may be the registered or unregistered trademarks of their respective owners.

Please respect the Intellectual Property Rights of others when using the tools and utilities Made Available via the Services and Materials.

C. Use of Services and Materials

Subject to these Terms of Use, D-Wave grants you a personal, non-exclusive, non-transferable, freely revocable (including, but not limited to, revocation at any time if you are in breach of these Terms of Use), limited privilege to enter, display, view, download, print and/or use the Services and the D-Wave Materials, subject to the following conditions:

(a) You may access and use the Services and the D-Wave Materials solely for personal, non-commercial and private (non-public) purposes, in accordance with these Terms of Use;

(b) You may not modify, copy, alter or create derivative works from the Services or the D-Wave Materials;

(c) You agree to adhere to all limitations on dissemination, use and reproduction of the Services or the D-Wave Materials;

(d) You may not distribute, exchange, transmit, transfer, display, perform, publish, sell, rent, lease, license or otherwise Make Available the Services or D-Wave Materials to others; and

(e) You may not remove any text, copyright or other proprietary notices contained in the Services or the D-Wave Materials.

By allowing access to the Services and Materials, D-Wave is only allowing access to information and is not entering into a transaction, dealing with or disposing of any property, or providing any goods or services for your benefit or for the benefit of anyone else.

Your use of any Software is subject to the additional provisions governing Software set forth herein and/or in the applicable end user license agreement(s) that accompanies or is included with the Software ("EULA"). The limited rights granted to you in any D-Wave Materials do not include rights to the design, layout or look and feel of the Services or D-Wave Materials. Such elements are protected by Intellectual Property Rights and may not be copied or imitated in whole or in part.

D-Wave may terminate this limited privilege at any time in its sole discretion, including but not limited to if D-Wave believes that provision of the Services is no longer commercially viable, if D-Wave believes you are in violation of these Terms of Use, or if there has been an extended period of inactivity in your account. Upon termination of this privilege, D-Wave may take any steps it deems necessary, including but not limited to removing your access to your account, the Services or Materials, deleting any or all of your Submitted Information from the Website and account information, including your personal information, log-in ID and password, and all related information, files and Materials associated with or inside your account (or any part thereof), and barring you from further use of the Services.

You agree that any termination of your limited privilege may be made by D-Wave at any time and in D-Wave's sole discretion and that D-Wave shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your account information), or access to the Services and Materials, including your Submitted Information. Upon termination, you shall promptly discontinue use of the Services and Materials. Any perpetual licenses you have granted, any of your indemnification obligations hereunder, and any of D-Wave's disclaimers or limitations of damages of liabilities hereunder survive any such termination.

D. Software Available On This Website

Any Software that is Made Available to you in connection with the Services is the copyrighted work of D-Wave and/or its suppliers. Use of the Software is governed by the terms of the EULA. You shall not use, download or install any Software unless you agree to the terms of the applicable EULA.

The Software is Made Available for download solely for use according to the EULA. Unless the accompanying license agreement expressly allows otherwise, any reproduction or redistribution of the Software not in accordance with the EULA, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis, is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE EULA ACCOMPANYING SUCH SOFTWARE.

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE EULA. EXCEPT AS WARRANTED IN THE EULA, D-WAVE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

FOR YOUR CONVENIENCE, D-WAVE MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. D-WAVE DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES.

The Software may automatically download and install updates from D-Wave from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules and completely new versions. You agree to receive such updates (and permit D-Wave to deliver these to you with or without your knowledge) as part of your use of the Services.

E. No Unlawful Use

You agree to access and use the Services and Materials in accordance with all relevant laws, including all Canadian laws, regardless of where you are located.

You agree to use the Services and the Materials only for purposes that are permitted by these Terms of Use and as a condition of your use of the Services, you will not use the Services or Materials for any purpose that is unlawful according to any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from Canada, the United States or other applicable countries), or prohibited by these Terms of Use.

You agree that you will not Make Available any infringing, unlawful, harmful, threatening, libelous, defamatory, discriminatory, obscene, or pornographic material, or any other material that you do not have a right to Make Available to others under any law or contractual or fiduciary relationship or that would violate any law in any jurisdiction, or use the Services or Materials for any infringing unlawful, threatening, harmful, libelous, defamatory, discriminatory, obscene, or pornographic purpose, or any other purpose that would violate any law in any jurisdiction.

You agree that you will not:

(a) use the Services or Materials such that it might mislead any person into believing that they are interacting directly with D-Wave;

(b) engage in any chain letters, contests (other than those run by D-Wave), junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);

(c) use any D-Wave domain name as a pseudonymous return email address;

(d) Make Available any Material that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

(e) disrupt, interfere with, or inhibit any other person from using and enjoying the Services or Materials, or other affiliated or linked sites, Services or Materials;

(f) market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by D-Wave;

(g) reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials; or

(h) use any data mining, robots, or similar data gathering and extraction methods in connection with the Services or Materials, or collect or store data about other persons using the Services or Materials.

You acknowledge and agree that products, services or technology provided by D-Wave are subject to the export control laws and regulations of Canada, the United States and/or other jurisdictions. You shall comply with these laws and regulations and shall not, without prior government authorization of the applicable jurisdiction, export, re-export, or transfer D-Wave products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

You agree that (a) you are not located in or a national of any country subject to Canadian, U.S. or U.N. sanction or embargo, and (b) you will not use the Services or Materials for any military or defense-related purpose.

You agree not to access or attempt to access the Services by any means other than the interface provided by D-Wave or to circumvent any access or use restrictions put into place to prevent certain uses of the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair any D-Wave server, or the network(s) connected to any D-Wave server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any D-Wave server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any Materials through any means not intentionally Made Available by D-Wave through the Services.

If D-Wave becomes aware of any possible violations by you of any provision of these Terms of Use, D-Wave reserves the right to investigate such violations, and may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services, or Materials or change, alter or remove any or all of your Submitted Information or your account information, in whole or in part, without prior notice to you. If, as a result of such investigation, D-Wave believes that criminal activity has occurred according to the laws of any jurisdiction, D-Wave may refer the matter to, and cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by law, D-Wave may retain and/or disclose any information or Materials, including your Submitted Information or account information (or elements thereof), in D-Wave's possession in connection with your use of the Services or Materials to: (a) comply with any law, legal process or governmental request; (b) enforce these Terms of Use; (c) respond to any claim that your Submitted Information violates these Terms of Use or rights of third parties; (d) respond to your requests for customer services; or (e) protect the rights, property or personal safety of D-Wave or any other person, as D-Wave in its sole discretion believes to be necessary or appropriate.

F. Accounts, Passwords and Security

Certain Services may require you to open an account (including setting up a login ID and password) and/or pay a fee. You agree that your Account Information will always be complete, accurate and up-to-date. By providing us with your email address, you expressly consent to receiving electronic communications from us sent to you at that email address. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify D-Wave immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by D-Wave or any other third party due to someone else using your login ID, password or account as a result of your failing to keep your account information secure and confidential. You may not use another person's Account Information. D-Wave may require that you change your Account Information or certain parts of your Account Information at any time for any reason.

G. Submitted Information

Except for the personal registration details requested in D-Wave's Website registration form for the D-Wave Developer Portal, premium content, events, or access to our products and technologies, neither D-Wave nor any of its employees will accept or consider any unsolicited ideas, confidential information or proprietary information, including but not limited to ideas for new applications, products or technologies, processes or materials. The purpose of this policy is to avoid potential misunderstandings in the event D-Wave's products might seem similar to such ideas or information. Any information or material sent to D-Wave or which you Make Available through your use of the Services or Materials will be deemed NOT to be confidential, except your name and address provided within registration pages. You hereby grant to D-Wave and each other User a worldwide, non-exclusive, unrestricted, royalty-free, perpetual, irrevocable, sublicensable and transferable license to make, use, sell, import, reproduce, display, perform, modify, transmit, translate and distribute any ideas, concepts, know-how, techniques, information or Material you Make Available through your use of the Services or Materials (collectively, 'Submitted Information'), and you agree that D-Wave and any User is free to use such Submitted Information for any purpose whatsoever, including but not limited to incorporation of such Submitted Information into other works in any format or medium now known or later developed, commercial or non-commercial, without compensation or credit to you. However, D-Wave will not release your name or otherwise publicize the fact that you submitted materials or other information to D-Wave unless: (a) your identity is discernible to other Users by your having Made Available the Submitted Materials; (b) we obtain your permission to use your name; (c) we first notify you that the materials or other information you submit to a particular part of the Website will be published or otherwise used with your name on it; or (d) we are required to do so by law.

D-Wave does not endorse any Submitted Information, or any opinion, recommendation, or advice expressed therein, and D-Wave expressly disclaims any and all liability in connection with such Submitted Information. You shall be solely responsible for your Submitted Information and the consequences of having Made Available the Submitted Information. With respect to your Submitted Information, you represent and warrant that you own or have all necessary licenses, rights, consents, permissions and other Intellectual Property Rights to use and authorize D-Wave to use all Intellectual Property Rights in and to any and all of such Submitted Information to enable inclusion and use of the Submitted Information in the manner set out in these Terms of Use and to grant the license and sublicenses described in these Terms of Use. You agree to defend, indemnify and hold harmless D-Wave, its subsidiaries and affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, actions, suits, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from or related to your Submitted Information, including without limitation in connection with any claim of infringement of any Intellectual Property Right of any third party.

D-Wave is not obligated to, but may in its sole discretion at any time and without notice, monitor or review any areas or locations on or in any of the Website where Users Make Available Submitted Information or communicate with others, including but not limited to chat rooms, bulletin boards, blogs, or any other User forums ("Exchange Services"), and any of the content of any such Submitted Information or Exchange Services. Without limiting the foregoing, D-Wave may in its sole discretion at any time and without notice: (a) refuse to post or remove any or all such content; (b) terminate your access to and/or use of any or all of the Exchange Services (including termination due to infringement of intellectual property laws); (c) modify or terminate any or all of the Exchange Services; and/or (d) disclose any such content or information as D-Wave deems necessary to satisfy any applicable law, regulation, legal process or governmental request. D-Wave, however, will have no liability relating to any of the content of any such Submitted Information or Exchange Services, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise.

Unless expressly agreed to by D-Wave in writing elsewhere, D-Wave has no obligation to store any of your Submitted Information. D-Wave has no responsibility or liability for the deletion or accuracy of any Materials, including any Submitted Information, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. You agree that D-Wave retains the right to create reasonable limits on the use of the Materials, including Submitted Information, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by D-Wave in its sole discretion.

H. Notification of Intellectual Property Infringement.

D-Wave respects the Intellectual Property Rights of others and expects you and all other Users to do the same.

D-Wave will respond to allegations of infringement of Intellectual Property Rights in accordance with applicable laws. If you believe that your work has been used or copied in a way that constitutes infringement and such infringement is hosted on the Services, or in connection with the Services or Materials, please provide written notification via regular mail or via fax (not via e-mail or phone) of claimed infringement to D-Wave at its head office (100 ' 4401 Still Creek Drive, Burnaby, BC, V5C 6G9 Canada, Attention: General Counsel) including all of the following elements:

(a) a physical signature of the person authorized to act on behalf of the owner of the right that is alleged to have been infringed;

(b) a description of the Intellectual Property Right(s) that you claim have been infringed, including any legal registration of such Intellectual Property Right(s) and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;

(c) a description of where the content that you claim is infringing is located on the Services;

(d) information sufficient to permit D-Wave to contact you, such as your physical address, telephone number and e-mail address;

(e) a statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the owner of the Intellectual Property Right(s), its agent or the law; and

(f) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the owner of the Intellectual Property Right(s) or that you are legally authorized by the owner to act on the owner's behalf.

Before you file such a notification, please carefully consider whether or not the use of the Material at issue is protected by the 'fair use' doctrine, as you could be liable for costs and attorneys' fees should you file a takedown notice where there is no infringing use.

D-Wave will respond to clear notices of infringement consistent with Canadian law, and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and/or making good-faith attempts to contact the User who posted the content at issue so that the User may, where appropriate, take action to oppose any such notice.

I. General Disclaimer of Warranties and Limitation of Liability

YOU EXPRESSLY AGREE AND UNDERSTAND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE WEBSITE, THE SERVICES OR THE MATERIALS IS AT YOUR SOLE RISK.

THE WEBSITE, SERVICES, MATERIALS AND SOFTWARE ARE PROVIDED ON AN "AS IS, WHERE IS, AS AVAILABLE" BASIS. D-WAVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE, ITS CONTENTS, THE SERVICES, THE SOFTWARE, OR THE MATERIALS. D-WAVE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (A) THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE REGARDING THE WEBSITE, ITS CONTENTS, THE SERVICES, THE MATERIALS, OR THE SOFTWARE. INCLUDING WITHOUT LIMITATION HOW CURRENT IT IS, ITS ACCURACY, ITS COMPLETENESS, ITS AVAILABILITY, ITS SECURITY, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE, ANY HYPERLINKED WEBSITE, OR THE SERVERS UPON WHICH THEY RESIDE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (B) THE WEBSITE, SERVICES, MATERIALS OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, SERVICES, MATERIALS OR SOFTWARE WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (D) THE QUALITY OF THE WEBSITE, SERVICES, MATERIALS OR SOFTWARE WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS OR DEFECTS IN THE WEBSITE, SERVICES, MATERIALS OR SOFTWARE WILL BE CORRECTED; AND (F) AS A SERVICE TO USERS OF THE WEBSITE D-WAVE INCLUDES LINKS TO OTHER WEBSITES THAT D-WAVE HAS NO CONTROL OVER, AND MAKES NO ENDORSEMENTS OR REPRESENTATIONS OF ANY KIND REGARDING THE PRODUCTS, SERVICES, BUSINESS PRACTICES, CONTENT OR APPROPRIATENESS OF CONTENT ON SUCH WEBSITES, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST D-WAVE WITH RESPECT TO SUCH WEBSITES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM D-WAVE OR THROUGH OR FROM USE OF THE WEBSITE, SERVICES, MATERIALS OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. THE WEBSITE, SERVICES, MATERIALS AND SOFTWARE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. D-WAVE AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE, SERVICES, MATERIALS OR SOFTWARE AT ANY TIME.

D-WAVE SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES, AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. D-WAVE ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES. D-WAVE DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH THE SERVICES OR THROUGH LINKED SITES. D-WAVE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK. MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED D-WAVE SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF D-WAVE. D-WAVE DISCLAIMS ALL LIABILITY RELATED TO SUBMITTED INFORMATION, INCLUDING LIABILITY ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. D-WAVE ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY SUBMITTED INFORMATION. D-WAVE SHALL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE WEBSITE, SERVICES, MATERIALS OR SOFTWARE, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

NONE OF D-WAVE OR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS OR OTHER REPRESENTATIVES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING WITHOUT LIMITATION LEGAL FEES) ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE WEBSITE OR ANY INFORMATION CONTAINED ON IT, ANY HYPERLINKED WEBSITE, THE SERVICES, THE MATERIALS OR THE SOFTWARE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOSS OF USE, PROGRAMS OR DATA, INCOME OR PROFIT, LOSS OR DAMAGE TO PROPERTY, PERSONAL INJURY, DEATH, AND CLAIMS OF THIRD PARTIES, WHETHER OR NOT FORESEEABLE OR WHETHER OR NOT D-WAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR EXCLUSIVE AND SOLE REMEDY IS TO STOP USING THE WEBSITE, THE SERVICES, THE MATERIALS AND THE SOFTWARE.

THE ABOVE DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE GREATEST EXTENT PERMITTED BY LAW, D-WAVE'S AGGREGATE LIABILITY AND THAT OF ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS OR OTHER REPRESENTATIVES UNDER OR IN CONNECTION WITH THE WEBSITE, SERVICES, MATERIALS, SOFTWARE AND THESE TERMS OF USE SHALL BE LIMITED TO ONE HUNDERED CANADIAN DOLLARS ($100) OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICE, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF D-WAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

J. Indemnity

You agree to indemnify, defend and hold harmless D-Wave, its officers, directors, employees, agents, licensors, shareholders, subsidiaries, affiliates, successors in interest and suppliers from and against all demands, liability, claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your Submitted Information, any violation of these Terms of Use or any activity (including but not limited to negligent or wrongful conduct or violation of Intellectual Property Rights) related to, arising out of or in connection with your use of the Website, the Services, the Materials or the Software.

You acknowledge and agree that by accessing or using the Services or Materials, you may be exposed to Materials from others that you may consider offensive, indecent or otherwise objectionable and hereby do waive any legal or equitable rights or remedies you have or may have against D-Wave with respect thereto, and agree to indemnify and hold D-Wave, its affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Services or Materials.

K. Privacy

You understand and acknowledge that if you use the Services, any information you Make Available is visible to other Users. For example, personally identifiable information you submit to a forum can be read, collected, or used by other Users to send you unsolicited messages. D-Wave is not responsible for the personally identifiable information you choose to Make Available.

Apart from Submitted Information and information you Make Available, D-Wave's privacy policy covers your personal and professional information that may be collected by D-Wave anytime you interact with the Company, such as when you visit our Website or use the Services. We respect your privacy and are committed to protecting it. We've structured our Website so that, in general, you can visit D-Wave on the Web without identifying yourself or revealing any personal information if you choose not to. However, if you wish to access the D-Wave Developer Portal, premium content or certain other aspects of the Services, you must complete a registration process.

While D-Wave strives at all times to protect the security and privacy of any information you provide over the internet to D-Wave, because of the inherent nature of the internet D-Wave cannot guarantee that this information will not be improperly accessed or used by third parties. You Make Available this information over the internet to D-Wave at your own risk.

(a) Collecting Personal and Non-Personal Information

Personal information is information that is associated with your name or personal identity. We use it because we want to understand the needs of different markets and your suggestions and input are essential to D-Wave being able to deliver whole product solutions. In addition, your personal information helps us keep you posted on the latest announcements, updates, survey results and events that you might like to hear about.

Non-personal information is data about usage and service operation that is not associated with a specific personal identity. As is true of most Websites, D-Wave collects and analyzes non-personal information to evaluate how visitors use the Website, Services or Materials. Non-personal data we collect may include the pages visited on the Website, unique URLs visited within the Website, browser type and IP address. Most non-personal data is collected via cookies or other analysis technologies. Dwavesys.com Websites use cookies, web beacons and other technologies for data analysis and personalization services and to study traffic patterns on our Website, to make it even more rewarding as well as to study the effectiveness of our customer communications. D-Wave will not use the information collected to market directly to that person. D-Wave may also place ads on other Websites that may use cookies.

In some of our email messages we use a 'click-through URL' linked to content on the D-Wave Website. When a customer clicks one of these URLs, they pass through our server(s) before arriving at the destination page. We track this click-through data to help us determine interest in particular topics and measure the effectiveness of our customer communications. If you prefer not to be tracked simply avoid clicking text or graphic links in the email.

(b) Children's Privacy

You may not use the Services unless you are legally competent to enter into the conditions, obligations, representations and other terms of these Terms of Use and are over the age of 18. D-Wave does not knowingly collect information from children under the age of 18 and D-Wave does not target its Website to children under 18. D-Wave is committed to protecting the privacy needs of children and we encourage parents and guardians to take an active role in their children's online activities and interests.

(c) Integrity of Your Personal Information

D-Wave will not use your personal information for a different purpose than the one stated when you provided your data.

D-Wave takes precautions - including administrative, technical, and physical measures - to safeguard your personal information against loss, theft, and misuse, as well as unauthorized access, disclosure, alteration, and destruction.

Naturally, you always have the right to access and correct the personal information you have provided.

(d) Disclosure Policies

D-Wave takes your privacy very seriously. Be assured that D-Wave does not sell or rent your contact information to other marketers. D-Wave will not share your personal information with third parties except those companies that perform work for D-Wave. We reserve the right to disclose your personal information if required by law or litigation.

(e) Change of Policies

D-Wave may update its privacy policy from time to time. When we change the policy in a material way a notice will be posted on our Website along with the updated privacy policy.

L. Governing Law and Jurisdiction

The Website is controlled by D-Wave from its office within the Province of British Columbia, Canada. This Website can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these places has laws that may differ from those of the Province of British Columbia, Canada, by accessing this Website, you agree that all matters relating to access to, or use of, the Website, or any other hyper-linked website, shall be governed exclusively by the laws of the Province of British Columbia and the laws of Canada applicable to the Province of British Columbia, without regard to the conflicts of laws principles thereof. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of British Columbia and acknowledge that you do so voluntarily. You are responsible for complying with your own local laws.

The Services can be accessed from countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that D-Wave intends to announce such Services or Materials in your country. These Services are controlled, operated and administered by D-Wave from its offices in Canada. D-Wave makes no representation that the Services or Materials are appropriate or available for use at other locations outside of Canada, and access to the Services from jurisdictions where the Services or Materials are illegal is prohibited. D-Wave reserves the right to block access to the Services or Materials by certain international Users. If you access the Services from a location outside of Canada, you are responsible for compliance with all local laws.

It is the express wish of the parties that these Terms of Use, any EULA and all related documents have been drawn up in English. C'est la volonté expresse des parties que les présentes conditions d'utilisation, toute EULA et tous les documents connexes ont été rédigés en anglais.

M. General

In the event that any provision of these Terms of Use is held to be indefinite, invalid, illegal or otherwise voidable or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, the other provisions of these Terms of Use will not fail on account thereof, and the balance of these Terms of Use will continue in full force and effect. These Terms of Use (and any applicable EULA) constitute the entire agreement between you and D-Wave governing your use of the Website, Services, Materials and/or Software and supersede any prior agreements between you and D-Wave on such subject matter. You may also be subject to other terms and conditions when you access other websites or other portions of the Website, Services, Materials and/or Software (if specified) or if you access, download or purchase non-D-Wave Services or Materials. The failure or delay of D-Wave in exercising any right or remedy under these Terms of Use or elsewhere shall not constitute a waiver of such right or remedy. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. You may not assign or otherwise transfer these Terms of Use, or any right granted hereunder, without D-Wave's written consent. D-Wave's rights under these Terms of Use are freely transferable by D-Wave. Any failure by D-Wave to enforce or exercise any provision of these Terms of Use, or any related right, shall not constitute a waiver of that provision or right.

Last updated May 08, 2012