HONEYWELL HELIOS LLC (“HELIOS”) • AZURE TERMS AND CONDITIONS
FOR SYSTEM MODEL H1
Helios offers a trapped-ion Quantum System accessible through the cloud and via online portals or interfaces such as API. Certain capitalized words and phrases in these General Terms and Conditions (“GTCs”) have special meanings that are provided where they first appear or in Section 11.

1. QUANTUM CREDITS AND PRICING
1.1. Hardware Quantum Credits. Access to the Quantum Computer is metered through the use of Hardware Quantum Credits (HQCs). HQCs are a representation of the size of a quantum computational job run on the Quantum Computer and are neither units of time nor money, which therefore cannot be resold or delivered as such.
The following formula is representative of the actual formula for HQC calculation:
HQC=5+((N_1q+10N_2q+5N_m))/5000 C, where:
N_1q is the number of one-qubit operations in a circuit,
N_2q is the number of two-qubit operations in a circuit, 
N_m is the number of measurements in a circuit including any intermediate and final measurements, and
C is the shot count.
1.2. Queueing. Once you purchase HQCs, you may place your job(s) in a queue for processing. 
1.3. Resale, Transfer, and Refunds. ANY RESALE OR OTHER TRANSFER OF HQCs FOR CONSIDERATION WILL RENDER THE HQCs AND ASSOCIATED BALANCES VOID AND SUBJECT TO CANCELLATION. YOUR HQCs ARE NON-REFUNDABLE AND WILL NOT UNDER ANY CIRCUMSTANCES, BE REDEEMED FOR CASH, EXCEPT WHERE REQUIRED BY LAW. HELIOS RESERVES THE RIGHT NOT TO ACCEPT HQCs AND/OR OTHERWISE LIMIT USE OF HQCs IF IT BELIEVES THE USE IS UNAUTHORIZED, FRAUDULENT, OR OTHERWISE UNLAWFUL OR VIOLATES THE TERMS AND CONDITIONS OF THESE GTCs. 
1.4. Payment. All HQCs must be purchased and payments through Microsoft Azure and are subject to separate Microsoft Azure terms and conditions for payment based on the specific SKU you select. Taxes, including any sales, use, goods and services, value-added or similar taxes (if any), and applicable third-party fees are your responsibility. In addition, you are responsible to pay any applicable third-party fees (including for example, telephone toll charges, mobile carrier fees (if any), ISP charges, credit card fees, foreign fees, or transaction fees). We are not responsible for taxes or fees.
2. ACCEPTABLE USE. 
2.1. License. Subject to payment of agreed fees and strict compliance with the terms of these GTCs, we shall provide you a personal, revocable, non-exclusive, non-assignable, non-transferable license to: (a) use API access credentials we provide solely to operate the Quantum System and (b) use Quantum System documentation as reasonably required in connection with its use.
2.2. Compliance. By accessing the Quantum System, you represent and warrant you will comply with all applicable terms of these GTCs when accessing and using the Quantum System. You shall not use the Quantum System for purposes of, or in connection with at least the following: (a) reverse engineering; (b) making machine code human readable or creating derivative works or improvements; (c) interfering with the Quantum System’s security or operation (including probing, scanning or testing the vulnerability of any security measures or misrepresenting transmission sources); (d) creating, benchmarking or gathering intelligence for a competitive offering or competitive purposes; (e) introducing, transmitting, or storing malicious code, Trojan horse, self-replicating, or other computer instructions that may, without Helios’s knowledge or consent: (i) alter, destroy, inhibit, or discontinue the Quantum System; (ii) erase, destroy, corrupt, hold hostage, or modify any data, programs, materials, machine protocols, or information used or accessed by Helios; or (iii) bypass or disable any internal security measure to obtain access to any Helios resource(s); (f) introducing, transmitting, or storing any code that may be used, in whole or in part, for compromising any encryption; (g) infringing another’s IPR including but not limited to failing to obtain permission to upload/transfer/display works of authorship; and/or (h) any use that would reasonably be expected to cause liability or harm to us or our customers or breach these GTCs. Further, by accessing the Quantum System, you represent and warrant you will comply with all applicable laws including data privacy or localization, anti-bribery, and export control laws (e.g., export to embargoed, prohibited, or restricted countries or access by prohibited, denied, or designated persons) and your rights to use the Quantum System is subject to such compliance. For purposes of FARs, DFARs and access by governmental authorities, the Quantum System and the Input Data are “commercial computer software”, “commercial computer software documentation” and “restricted data” provided to you under “Limited Rights” and “Restricted Rights” and only as commercial end items. Helios will comply with all laws and regulations applicable to the provision of access and services described in these GTCs including data privacy, anti-bribery, and U.S. export laws (i.e., export to embargoed, prohibited, restricted countries or access by prohibited, denied, and specifically designated persons).
2.3. Metric Data. Helios reserves the right to collect metrics, including user number, data volume, or other means to measure usage or fees (the “Usage Metrics”).
3. SUPPORT. 
3.1. Scope. The goal of support services is to identify and remedy defects or malfunctions causing the Quantum System to fail to perform in accordance with the agreed specifications and documentation (“Problems”). Support services only cover the current released version generally available to customers. Although our quantum experts, at times, may be able to help you troubleshoot algorithm issues, we are not responsible for any issues, problems, or defects with your algorithm. To minimize programming issues, you can run an algorithm through the syntax validator prior to running on hardware.
Email
Standard Operating Hours
HoneywellQuantumSupport@honeywell.com
8am – 5pm in the US Mountain Time Zone (UTC -6/-7), 
Monday to Friday excluding national holidays

3.2. Technical Support. If you encounter an issue while your job is running in the general queue, we recommend you review the Helios Self-Help Guide in the Welcome Package that we provide to you. If you are not able to find your answer in the Self-Help Guide, you may submit your issue request online to: HoneywellQuantumSupport@Honeywell.com. No queued access matters will be accepted by phone. All requests must be asked and will be answered in the English language.
3.3. Response Time. All Problems reported to technical support will receive a response within three (3) business days. Certain problems may be easier to address than others, and we may not be able to completely resolve your problem with our initial response. If we cannot resolve your problem, we will make a good faith effort to give an assessment of the issue and an estimated time for resolution.
4. TERMINATION. These GTCs are effective until terminated by a Party (“Term”), as described below. Upon termination of these GTCs for any reason, the obligation to protect Confidential Information shall survive such termination.
4.1. Termination for Cause. The non-breaching Party may terminate, in whole or in part, if the other Party materially breaches these GTCs and fails to cure within thirty (30) days of written notice. We may terminate upon written notice if: (a) you are insolvent, attempt to obtain protection from creditors, and/or wind down operations; (b) use of the Quantum System was granted at no charge; (c) use of the Quantum System is fraudulent or if continued use would subject us to third-party liability; or (d) if we cease making the Quantum System available to third parties. We may suspend access to the Quantum System if we determine that you or your Users are or may violate these GTCs. During suspension, you and your Users will not have access to all or part of the Quantum System and may be unable to access Input Data. Upon termination or expiry: (a) you must pay amounts due and (b) if requested by disclosing Party, receiving Party must return or destroy all Confidential Information and certify the same in writing, except for automatically generated backup copies, anonymized Input Data or if maintained for legal purposes.
4.2. Termination for Convenience. Notwithstanding anything to the contrary contained in these GTCs, we may terminate these GTCs, in whole or in part, without cause, without liability or obligation, for undelivered Quantum System usage, upon sixty (60) days’ notice.
5. INPUT DATA AND DATA RIGHTS. You retain all rights that you already hold in Input Data. Helios and its Affiliates have the right to retain, transfer, disclose, duplicate, analyze, modify, and otherwise use Input Data to provide, protect, improve, or develop our products or services. Helios and its Affiliates may also use Input Data for any other purpose provided it is in an anonymized form that does not identify you. Although Helios does not expect any Input Data to contain Personal Data, any Personal Data contained within Input Data shall only be used in accordance with the data privacy terms of these GTCs and applicable law. All information, analysis, inventions, and algorithms derived from Input Data by Helios or its Affiliates (but excluding the Input Data itself) and any IPR obtained related thereto, are owned exclusively and solely by us and are our Confidential Information. You have sole responsibility for obtaining all consents and permissions (including providing notices to Users or third parties) and satisfying all requirements necessary to permit our use of Input Data. You waive any IPR in suggestions or feedback you or any User provides regarding the Quantum System. You and your Users shall not remove, modify, or obscure any proprietary rights notices on the Quantum System.
6. DATA PRIVACY. You acknowledge and agree that Helios may process certain data relating to individuals engaged by you (“Staff”) in the performance of our obligations under these GTCs. Helios will use commercially reasonable administrative, physical, and technical safeguards to protect Personal Data and follow industry-standard security practices. Helios shall securely delete Personal Data once it is no longer required for the purposes for which it is processed. Following a confirmed breach of security of the Quantum System we will notify you without undue delay and as relevant information becomes available to assist you in meeting your potential reporting or notice obligations under applicable law and you will work with us in good faith to develop any related public statements or required notices. Where appropriate and in accordance with the applicable data protection legislation, you shall inform your own Staff that they may exercise their rights in respect of their Personal Data by sending a written request with proof of identity to Helios. See Helios’s Online Privacy Statement for more details, available at https://www.honeywell.com/who-we-are/integrity-and-compliance. You agree not to transmit, disclose, or make available Sensitive Personal Information to us or any third-party provider.
7. INTELLECTUAL PROPERTY. All right, title and interest, including all Intellectual Property (including copyrights, trademarks, and patents), proprietary rights (including trade secrets and know-how), and moral rights (including rights of authorship and modification) throughout the world (collectively “IPR”) in and to the Quantum System and all derivative works, modifications, and improvements, are retained by Helios or its licensors and are our confidential information. We shall own all IPR that is: (a) developed by us or our Affiliates by processing or analysis of Input Data (excluding Input Data itself but including derived data that is sufficiently different from Input Data so that Input Data cannot be identified from analysis or further processing of such derived data) or (b) generated through support, monitoring, or other observation of your and your Users’ use of the Quantum System. The operation and performance of the Quantum System is our confidential information. If you provide any suggestions, comments, or feedback regarding the Quantum System, you hereby assign to us all right, title and interest in and to the same without restriction. You and Users shall not remove, modify, or obscure any IPR notices on the Quantum System or related documentation.
8. CONFIDENTIALITY. All information one Party receives from the other Party in performance of these GTCs that is generally not known (“Confidential Information”) shall be held in strictest confidence and shall not, without the written consent of the disclosing Party, be used or disclosed except to the receiving Party’s Affiliates, employees and service providers who are bound to substantially similar obligations of confidentiality and have a need to know. Each Party will be responsible for any breaches of the confidentiality obligations by its Affiliates, employees or service providers or Users. Receiving Party will keep all Confidential Information confidential for ten (10) years from disclosure. Except as agreed in writing, information will not be Confidential Information unless (a) marked “CONFIDENTIAL” or “PROPRIETARY” or similar marking at the time of disclosure; (b) disclosed orally or visually but identified as confidential at the time of disclosure and designated as confidential in writing within thirty (30) days of disclosure summarizing the Confidential Information sufficiently for identification; or (c) it should reasonably be understood to be confidential given the nature of the information as sensitive and non-public information. Confidential Information excludes information that: (a) was already known to recipient without restriction; (b) is publicly available through no fault of recipient; (c) is rightfully received by recipient from a third party without a duty of confidentiality; or (d) is independently developed. A Party may disclose Confidential Information when compelled to do so by law if it provides prior notice to the other Party and reasonable opportunity to contest or limit disclosure unless a court orders that the other Party not be given notice. These GTCs and the internal operation, workings and processes and performance of these GTCs (including results of any evaluation or trial) is our Confidential Information. Input Data is your Confidential Information except if in an anonymized form that does not identify you or any individual.
9. OPEN-SOURCE SOFTWARE LICENSES. We may use open-source software (“OSS”) and to the extent required by the licenses covering OSS, the terms of such licenses will apply to OSS in lieu of these GTCs. To the extent the licenses applicable to OSS: (a) prohibit any restriction with respect to such OSS, such restriction will not apply to such OSS and (b) require us to make an offer to provide source code or related information in connection with the OSS, such offer is hereby made.
10. WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION. 
10.1. Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE GTCs, THE QUANTUM SYSTEM AND SUPPORT ARE PROVIDED “AS IS” WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, ON BEHALF OF OURSELVES AND LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND SATISFACTORY QUALITY. WE DO NOT WARRANT THAT THE QUANTUM SYSTEM WILL MEET YOUR REQUIREMENTS, OR THAT THE QUANTUM SYSTEM OR THE SUPPORT WILL OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE. RESULTS ARE NOT GUARANTEED AND WE MAKE NO REPRESENTATION ON THE AVAILABILITY OF THE QUANTUM SYSTEM AND ANY ASSOCIATED SERVICE. 
10.2. Limitation of Liability. EXCEPT FOR UNCAPPED EVENTS AND AS EXPRESSLY SET OUT IN THESE GTCs, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND REVENUES AND EACH PARTY’S CUMULATIVE, AGGREGATE LIABILITY TO THE OTHER, WILL, OTHER THAN FOR FEES PAYABLE, BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE GREATER OF: (a) TOTAL AMOUNTS PAID OR PAYABLE UNDER THESE GTCs DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE ASSERTION OF ANY CLAIM OR (b) U.S. $50,000. OUR LIABILITY UNDER EVALUATION, BETA OR TRIAL RIGHTS IS LIMITED TO U.S. $1,000. The following “Uncapped Events” are not subject to the cap or  exclusions: (a) claims for injury or death resulting from negligence; (b) claims resulting from either Party’s gross negligence, fraudulent or willful misconduct; (c) breach of confidentiality obligations (except in relation to Input Data and Personal Data for which the cap and exclusions apply); (d) a Party’s indemnity obligations; and (e) infringement, misappropriation or violation by a Party, its Affiliates or Users, of the other Party’s or its Affiliates IPR. All claims and causes of action must be brought within the earlier of six months of being discovered or one year after end of these GTCs. Nothing precludes a Party from seeking declaratory, injunctive, or other equitable relief from a court of competent jurisdiction. THE LIMITATIONS AND EXCLUSIONS APPLY TO ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR IN RELATION TO THESE GTCs REGARDLESS OF FORM.
11.2.1 Helios Indemnification. We will, at our cost and expense, defend your Indemnitees from all Covered Proceedings, and hold them harmless from and pay or reimburse all Covered Liabilities arising out of claims by third parties that your use of the Quantum System, in accordance with these GTCs, infringed or misappropriated a third party’s IPR; provided that, with respect to patents, our obligation is limited to U.S. patents issued before these GTCs becomes effective. We have no indemnification obligations to the extent a claim arises from: (a) Input Data; (b) your use of the outputs of the Quantum System; (c) use other than under Section 2; (d) combining Quantum System with goods or technology or services not supplied by us; (e) modifications by anyone other than us; or (f) compromise or settlement made by you without our written consent. If the Quantum System is held, or we believe it may be, infringing, we may undertake at least one of the following with respect to the allegedly infringing materials at our option: (a) procure a license to allow your use; (b) modify them to make them non-infringing; or (c) procure a license to a reasonable substitute product. If we cannot do one these after a reasonable period, we may terminate these GTCs by notice and refund a pro-rata portion of pre-paid fees received during the applicable period without any further liability. The foregoing are our only liabilities and your Indemnitees’ only remedies for claims the Quantum System infringes, misappropriates, or violates IPR. 
11.2.2 Customer Indemnification. You will, at your cost and expense, defend our Indemnitees against all Covered Proceedings, and hold them harmless from and pay or reimburse all Covered Liabilities, arising out of out of claims by third parties related to: (a) possession, processing or use of Input Data or Personal Data in relation to these GTCs or (b) you or your Users’ infringement, misappropriation or violation of our or a third party’s IPR (except if caused by your authorized use of the Quantum System). The Indemnitees shall notify the indemnifying party in writing of a claim or other event requiring defense or indemnification promptly upon becoming aware thereof. The indemnifying party shall have the reasonable right to control the defense and/or settlement of each claim and the Indemnitees shall provide reasonable assistance.
11. TRADEMARK, PUBLICITY, AND DISPARAGEMENT. Neither Party shall issue any press release relating to the Quantum System or these GTCs or use the other Party’s logo or trademarks without the other Party’s prior written approval. You shall not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Quantum System or its respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in these GTCs shall preclude you from making truthful statements that are required by applicable law, regulation, or legal process.
12. MISCELLANEOUS. 
12.1. Assignment. We may assign or transfer the rights and/or obligations under these GTCs on written notice. You may not assign or transfer these GTCs without our prior written consent. These GTCs will be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and any successors and assigns. 
12.2. Audit. During the Term and 24 months thereafter, we or any designees can, during normal business hours upon reasonable notice, access, inspect and audit, your compliance with these GTCs and you will furnish such information and access to personnel as we may reasonably request. We have the right to monitor usage.
12.3. Changes to the Quantum System. Any descriptions of future product direction or intended updates (including new or improved features or functions) other than the features and functions deployed as of date of these GTCs are intended for information purposes only and are not binding commitments on us to deliver any material, code, or functionality. The development, release, and timing of any such updates is at our sole discretion unless agreed otherwise in writing. 
12.4. Force Majeure Event. Except or failure to pay, neither Party shall be in default, if failure to perform any obligation hereunder is caused solely by events or conditions beyond that Party’s reasonable control, including acts of God; fire; explosion; flood; acts of civil commotion; strikes; war; (whether an actual declaration thereof is made or not); pandemics; sabotage; insurrection; action of a public enemy; failure or delays in transportation; laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof); judicial action; wide-spread fuel, raw materials, machinery or technical failures beyond such affected Party’s commercially reasonable control; or governmental demands or requirements (each instance a “Force Majeure Event”) in each case, so long as such failure to perform could not have been prevented by reasonable precautions. Helios reserves the right to terminate these GTCs in the event a Force Majeure Event prevents Customer from performing any obligations under these GTCs for a period of fifteen (15) calendar days.
12.5. Governing Law. These GTCs and any dispute, controversy, difference, or claim arising out of or relating to it (“Dispute”) will be governed in accordance with the laws of the State of New York without regard to conflicts of law principles. Application of the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor law to either is specifically excluded. The Federal or State Courts located within New York, New York, USA have exclusive jurisdiction to adjudicate any dispute arising out of or related to these GTCs. Until the award is entered, either party may apply for injunctive relief and/or seek from any court having jurisdiction, interim or provisional relief if necessary, to protect the rights or property.
12.6. Headings. Headings are for reference only and shall not affect the meaning of any terms.  If any provision of these GTCs is held invalid, illegal, or unenforceable, the remaining provisions shall continue unimpaired. No modification to these GTCs nor any failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by both Parties.
12.7. Non-Exclusivity. These GTCs is non-exclusive. Nothing in these GTCs will restrict either Party’s right to contract with another party to provide or perform, services, deliverables, and related products similar or identical to or related to products provided by either Party pursuant to these GTCs. Either Party is free to enter into similar agreements with others.
12.8. Relationship of Parties. For purposes of these GTCs, the Parties are independent contractors of each other. If required by our written contract with them, certain of our licensors are third-party beneficiaries of these GTCs. The controlling version of these GTCs is this English language version regardless translation. 
12.9. Severability; No Waiver. If any provision (or any part thereof) of these GTCs is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision. Any provisional (or part thereof) that cannot be so amended will be severed from these GTCs; and all remaining provisions of these GTCs will remain unimpaired. A waiver of any provision of these GTCs must be signed by the waiving Party; and one waiver will not imply any future waiver.
12.10. Survivability. Following the termination or expiration of these GTCs, the Parties shall remain obligated under all provisions of these GTCs, which by their terms continue after the termination of these GTCs or are incidental to the performance of the obligations under such provisions, including, without limitation, Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13.
13. DEFINITIONS
13.1. “Affiliate” means any entity that controls, is controlled by, or is under common control with, another entity. An entity “controls” another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or managing authority or otherwise direct the affairs or management of the entity.
13.2. “Covered Liabilities” means costs, damages, awards, fees (excluding attorney’s fees), penalties, expenses and other amounts incurred by, awarded against, or owed to a third party by the Indemnitees as the result of Covered Proceedings giving rise to indemnified claims. 
13.3. “Covered Proceedings” means demands, suits, claims, actions, proceedings, or investigations that result in, or occur because of indemnified claims. 
13.4. “Helios”, “we”, “us” and “our” means Honeywell Helios LLC who executes or otherwise assents to these GTCs. 
13.5. “Indemnitees” means each respective party and its parent, Affiliate, and subsidiary entities, and each of its and their officers, directors, employees, members, managers, shareholders, and representatives. In the case of Helios, Indemnitees further include our third-party licensors. 
13.6. “Input Data” means all data and instructions input, uploaded, transmitted, or made available by you to Helios, including Quantum Circuit Materials either in their original form or any modified form, for use in transferring, composing, and processing provided data.
13.7. “Intellectual Property” means all ideas, inventions, technological innovations, discoveries, designs, methods, processes, formulas, know-how, patents, trade secrets, trademarks, service marks, copyrights, computer programs, computer software, scientific and mathematical models, algorithms, quantum circuits, business methods, writings, illustrations, photographs, improvements, and enhancements.
13.8. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable person is the person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to persons physical, psychological, mental, economic, cultural, or social identity.
13.9. “Quantum Circuit Materials” means the input algorithm(s) for use in transferring, composing, and processing provided data.
13.10. “Quantum System” means (a) hardware, software, test protocols, and APIs for Helios’s quantum computer including any related documents, materials, and technical data.
13.11. “Sensitive Personal Information” means an individual’s financial information, sexual preferences, medical, or health information that is protected by any health data protection laws, including biometric data (for the purpose of uniquely identifying an individual), and personal information of children protected under any child data protection laws (such as personal information defined under the U.S. Children’s Online Privacy Act (“COPPA”)) and any additional types of information included within this term or similar term (such as “sensitive personal data” or “special categories of personal data”) as may be used in applicable data protection or privacy laws.
13.12. “User” means you, your employees or service providers or any third party/person accessing the Quantum System using your login credentials and/or acting on your behalf. 
13.13. “You”, “your” and their variants mean collectively, the Customer executing or otherwise assenting to these GTCs as well as any individual accessing the Quantum System using your login credentials and/or acting on behalf.