License Terms

EVALUATION AGREEMENT

IMPORTANT: PLEASE READ THIS EVALUATION AGREEMENT (”AGREEMENT”) BEFORE CLICKING THE “ACCEPT” BUTTON, AND/OR USING THE QUANTUM RINGS, INC. (“QUANTUM”) PRODUCT THAT ACCOMPANIES OR IS PROVIDED IN CONNECTION WITH THIS AGREEMENT. BY CLICKING THE “ACCEPT” BUTTON, AND/OR USING THE SERVICES IN ANY WAY, YOU AND THE ENTITY THAT YOU REPRESENT (”EVALUATOR”) IS UNCONDITIONALLY CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT WITH QUANTUM AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF EVALUATOR DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USE OF THE SERVICES IS STRICTLY PROHIBITED. IF EVALUATOR HAS EXECUTED, OR SUBSEQUENTLY EXECUTES, AN EVALUATION AGREEMENT OR AN END USER AGREEMENT WITH QUANTUM, THEN THE TERMS AND CONDITIONS OF SUCH EXECUTED EVALUATION AGREEMENT OR END USER AGREEMENT, AS APPLICABLE, SHALL GOVERN AND CONTROL YOUR USE OF THE PRODUCT.

1. BETA SERVICES. Quantum is developing a proprietary, set of development tools for quantum computing (the “Services”). Evaluator wishes to utilize an evaluation “beta” version of the Services, and Quantum desires to make a beta version of the Services available to Evaluator, subject to the following terms and conditions. Subject to the terms and conditions of this Agreement, Quantum hereby grants Evaluator, during the Term (as defined below), non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services solely for the purpose of evaluating the performance and functionality of the Services (the “Limited Purpose”). Evaluator agrees to use and evaluate the Services for a period of ninty days or such other period of time as mutually agreed by the parties in writing (the “Term”). Quantum’s services outside the scope of this Agreement, if any, shall be provided pursuant to Quantum’s then-current applicable services policies and procedures (”Other Terms”). Nothing in any of Quantum’s Other Terms or any other existing agreements that Evaluator may have with Quantum apply to or are applicable to this Agreement, or Evaluator’s use of the Services offered hereunder.

2. INTELLECTUAL PROPERTY. The Services (excluding the Evaluator Content hosted thereon), Documentation, and all other materials provided by Quantum hereunder, including but not limited to all manuals, reports, records, programs, data and other materials, and all intellectual property rights in each of the foregoing, are the exclusive property of Quantum and its suppliers. Evaluator agrees that it will not, and will not permit any other party to: (a) permit any party to access the Services or any accompanying documentation (”Documentation”); (b) modify, adapt, alter or translate the Services or Documentation; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (e) use or copy the Services or Documentation except for the Limited Purpose; or (f) publish or disclose to any third party any performance benchmark tests or analyses or other non-public information relating to the Services or the use thereof.

3. FEEDBACK. Evaluator understands and agrees that the Services represent a beta test version of unreleased software and services that may contain bugs, defects, and errors. In exchange for the licenses granted to Evaluator to use such software, Evaluator agrees to use good faith efforts to test, use, and evaluate the Services in live operations, and to promptly report to Quantum, either orally or in writing, any errors, problems, defects, or suggestions for changes and improvements to the Services (collectively, “Feedback”). Evaluator acknowledges and agrees that all Feedback and all intellectual property rights therein are the exclusive property of Quantum, and hereby assigns to Quantum, all right, title and interest to any and all Feedback. Further, Evaluator acknowledges and agrees that Feedback may be used by Quantum in Quantum’s development of and be incorporated into a version of the Services Quantum may make available for commercial distribution (”Commercial Release”) or any other software or intellectual property created by Quantum. Without limiting the foregoing, Quantum may incorporate Feedback into its products and services and Evaluator will gain no rights in such products or services by virtue of having disclosed Feedback. Evaluator agrees and acknowledges that the products and services incorporating such Feedback will be the sole and exclusive property of Quantum, and Evaluator will gain no right, title or interest in or to the Services, Documentation or any Commercial Release by virtue of Evaluator’s provision of Feedback to Quantum or for any other reason. Quantum has no obligation to create, distribute or otherwise offer a Commercial Release, and in the event of such Commercial Release, Quantum has no obligation to offer the Commercial Release to Evaluator or to offer Evaluator any discounted pricing schedules or special terms. Evaluator understands and agrees that the Commercial Release may contain functions and functionality, and perform in a manner significantly different from the current beta version of the Services. Accordingly, Evaluator acknowledges that any research or development performed, or business plans made, by Evaluator regarding or in reliance upon the Services are done entirely at Evaluator’s own risk.

4. DISCLAIMERS OF WARRANTIES. Evaluator acknowledges that the Services contain prerelease code for testing purposes only and are not at the level of performance and compatibility of a final, generally available product offering. Furthermore, Evaluator acknowledges that the Services may contain bugs, errors, omissions and other problems that could cause system or other failures and data loss. Evaluator acknowledges that Quantum may not introduce a product similar to or compatible with the Services. Accordingly, Evaluator acknowledges that any research, development or other work that

Evaluator performs regarding the Services is done entirely at Evaluator’s own risk. To the maximum extent permitted by law, the Services, and all other documentation and materials are provided “AS IS” AND WITH ALL FAULTS. QUANTUM MAKES NO WARRANTIES WITH RESPECT TO THE SERVICES OR DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, ACCURACY, INTERFERENCE WITH EVALUATOR’S QUIET ENJOYMENT, SYSTEM INTEGRATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES IS WITH EVALUATOR NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUANTUM OR ITS AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

5. LIMITATION OF LIABILITY. IN NO EVENT WILL QUANTUM OR ITS LICENSORS (IF ANY) BE LIABLE TO EVALUATOR OR ANY THIRD PARTY FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, LOST PROFITS, LOST DATA, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THIS AGREEMENT OR EVALUATOR’S USE OF THE SERVICES, EVEN IF QUANTUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY, RELATED TO THIS AGREEMENT, OF QUANTUM AND ITS LICENSORS (IF ANY) SHALL BE LIMITED TO FIFTY DOLLARS (U.S. $50). The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

6. CONFIDENTIALITY. The structure, sequence, organization and code of the software used to provide the Services constitute valuable trade secrets of Quantum and its suppliers. Evaluator will not disclose to any third party: any information about the Services, including its existence, design, performance characteristics, feedback, and test results. Evaluator will use reasonable efforts to prevent any access to the Services by anyone other than its employees who are obligated to comply with the terms hereof.

7. PRODUCT DIAGNOSTIC REPORTING. Evaluator acknowledges that the Services will store certain diagnostic information about the routine operations of the Services (including, without limitation, its performance, data reduction ratios, configuration data, and any software faults) and will periodically transmit this diagnostic information to Quantum. Evaluator agrees that Quantum has a perpetual, irrevocable, worldwide, sublicenseable, and royalty-free right to use this diagnostic information in any manner and that Evaluator will not interfere with the collection or transmission of such information to Quantum. For clarification, there is no actual user data of Evaluator that is transmitted or provided to Quantum.

8. TERM AND TERMINATION. This Agreement commences upon the Effective Date and will continue in effect until the end of the Term. Either party may terminate this Agreement upon written notice to the other party. Upon termination, Evaluator shall immediately cease all use of Services, and delete or destroy all copies of the Documentation in the possession or control of Evaluator.

9. GENERAL PROVISIONS. This Agreement will be governed by the laws of the State of Colorado. Evaluator submits to the exclusive jurisdiction and venue of the federal and state courts located in Denver County, Colorado for any disputes arising out of or related to this Agreement. Evaluator may not assign or transfer, by operation of law, change of control or otherwise, any of its rights under this Agreement to any third party without Quantum’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.