Terms and Conditions
Please read these terms and conditions of use carefully before using this website.
A. Legal Terms and Conditions of Use
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.
B. Services, Materials and Software
'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.
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.
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.
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
(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.
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 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.
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 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 (3033 Beta Avenue, Burnaby, BC, V5G 4M9 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.
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.
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.
L. Caution About Forward-Looking Statements
Certain statements made on this Website are forward-looking statements and are subject to important risks, uncertainties and assumptions which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. These statements are not guarantees of future performance or events, and we caution you against relying on any of these forward-looking statements. The forward-looking statements on this Website are made as of a specific date and, accordingly, are subject to change after such date. Except as may be required by applicable securities laws, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For additional information with respect to these risks, uncertainties and assumptions, refer to D-Wave’s latest public filings with the U.S. Securities and Exchange Commission (available at www.sec.gov).
M. 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.
Last updated June 10, 2022