QiSpace SEQUR™ PPK Generator Trial Agreement

Last Modified: January 15, 2024

This QiSpace SEQUR™ PPK Generator Trial Agreement (this "Agreement") is a binding contract between you ("Customer", "you", or "your") and Quantropi ("Quantropi", "we", or "us"). This Agreement governs your access to and use of the Documentation and the Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE DOCUMENTATION OR THE SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE DOCUMENTATION OR THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE DOCUMENTATION OR THE SERVICES.

1.0 Definitions.

(a) "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Quantropi in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been provided hereunder.

(c) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(d) "Documentation" means Quantropi's user manuals, handbooks, and guides relating to the Services provided by Quantropi to Customer either electronically or in hard copy form/end user documentation relating to the Services available at https://docs.quantropi.com/.

(e) "Quantropi IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Quantropi IP includes Aggregated Statistics and any information, data, or other content derived from Quantropi's monitoring of Customer's access to or use of the Services but does not include Customer Data.

(f) “Quantum Entropy” has the meaning of the true random numbers/bits sourced from hardware quantum random number generators.

(g) "Services" means the software-as-a-service offering detailed below:

(i) “QiSpace SEQUR™ PPK Generator” is a service that provides a web interface and browser extensions which incorporate Quantum Entropy to generate a Post-quantum Preshared Key (PPK) that can be used in the configuration of quantum-resistant IPSec VPN firewalls in accordance with the IETF RFC 8784 standard.

2.0 Access and Use.

(a) Provision of Access. Quantropi hereby grants Customer a non-exclusive, non-transferable right to access and use the Documentation and the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Each Authorized User must have their own account and an account shall not be shared between multiple Authorized Users.

(b) Use Restrictions. Customer is granted the licenses described herein above, subject to all of the terms and conditions contained herein, for the limited purpose of testing the Software. The Services shall not be used in any commercial application. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. 

(c) Reservation of Rights. Quantropi reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to Quantropi IP.

(d) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Quantropi may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Quantropi and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Quantropi. Customer acknowledges that Quantropi may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Quantropi may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

3.0 Customer Responsibilities. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided to Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

4.0 Support and Service Level. Quantropi has no obligation under this Agreement to provide any maintenance, support or other services relating to the Services. Quantropi will use commercially reasonable efforts to support Customer’s evaluation of the Services. Quantropi does not guarantee or make any representations regarding stability, uptime, performance, or service availability to Customer. Customer is solely responsible for taking appropriate measures to back up Customer's System and data and all other necessary measures to prevent any file or data loss.

5.0 Fees. The Parties agree that no fees will be payable under this Agreement in exchange for the access granted under this Agreement. Customer acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

6.0 Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7.0 Intellectual Property. Customer acknowledges that, as between Customer and Quantropi, Quantropi owns all right, title, and interest, including all intellectual property rights, in and to Quantropi IP. If Customer or any of its employees or contractors sends or transmits any communications or materials to Quantropi by mail, email, telephone, or otherwise, suggesting or recommending changes to Quantropi IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Quantropi is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Quantropi on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Quantropi is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Quantropi is not required to use any Feedback.

8.0 Limited Warranty. QUANTROPI SERVICES IS PROVIDED "AS IS" AND QUANTROPI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. QUANTROPI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, QUANTROPI MAKES NO WARRANTY OF ANY KIND THAT QUANTROPI IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9.0 Indemnification. Customer shall indemnify, hold harmless, and, at Quantropi's option, defend Quantropi from and against any losses, damages, liabilities, or costs (including legal fees) resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or wilful misconduct; (ii) use of the Services or Documentation in a manner not authorized by this Agreement; or (iii) use of the Services or Documentation in combination with data, software, hardware, equipment, or technology not provided by Quantropi or authorized by Quantropi in writing. In the event Quantropi seeks indemnification or defence from Customer under this Section, Quantropi shall promptly notify Customer in writing of the claim(s) brought against Quantropi for which Quantropi seeks indemnification or defence. Quantropi reserves the right, at its option and in its sole discretion, to assume full control of the defence of claims with legal counsel of Quantropi's choice. Customer may not enter into any third-party agreement which would, in any manner whatsoever, affect Quantropi's rights, constitute an admission of fault by Quantropi, or bind Quantropi in any manner, without Quantropi's prior written consent.

10.0 Limitations of Liability. IN NO EVENT WILL QUANTROPI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER QUANTROPI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL QUANTROPI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE (1) CANADIAN DOLLAR.

11.0 Term and Termination. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for one hundred eighty (180) days (the "Term"). Quantropi may terminate this Agreement at its sole discretion, effective on written notice to Customer at any time. Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of Quantropi IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of Quantropi IP and certify in writing to Quantropi that Quantropi IP has been deleted or destroyed.

This Section 11 and Section 6, 7, 8, 9, 10 and 13 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12.0 Privacy Policy. Provider complies with its privacy policy available at https://www.quantropi.com/privacy-policy ("Privacy Policy"), in providing the Documentation and the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Documentation and the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

13.0  Miscellaneous.

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and the provisions of any other document incorporated herein, the provisions of this Agreement shall prevail.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address or email address that may be designated by the Party giving Notice from time to time in accordance with this Section).

(c) Amendments. Customer acknowledges and agrees that Quantropi has the right, in the sole discretion of Quantropi, to modify this Agreement from time to time, and that modified terms become effective on posting. Quantropi will notify Customer of modifications through direct email communication. Customer is responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the Documentation and the Services after the effective date of the modifications will be deemed acceptance of the modified terms. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without Quantropi’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Quantropi expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. Customer may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations hereunder.

(d) Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(f) Governing Law; Choice of Forum. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(g) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.