Terms and conditions

QCentroid Labs S.L. Quantum Computing Platform – Terms of Use

Effective Date: October 1, 2024. Last updated: October 4, 2026. (Ver versión en español)

These Terms of Use (“Agreement”) govern your use of the QCentroid Labs S.L. QC Platform (the “Platform”). By accessing or using the Platform, you (“User” or “Customer”) agree to comply with these terms on behalf of yourself and any entity you represent. Please read them carefully before proceeding.

1. Introduction

This Agreement sets forth the terms and conditions governing the use of the QCentroid Labs S.L. QC Platform. The Platform provides a comprehensive environment for the development, execution, visualization, and benchmarking of quantum and classical computing solutions.

Users interact with the Platform primarily through two components: the QCentroid QuantumOps Platform and the QCentroid Launchpad (formerly Sandbox Web IDE). Together, these offer an intuitive interface for developing, executing, and managing computational workflows. The QuantumOps Platform is available in multiple environments, including a production-ready version for commercial use and a QCentroid Sandbox Environment for trial, evaluation, and non-production purposes.

The Platform integrates quantum algorithms, machine learning models, and classical computing resources, enabling seamless operations across quantum emulators, classical hardware, and cloud-based quantum computing systems.

2. Definitions

• “Platform”: Refers to the cloud-based system provided by QCentroid Labs S.L., including the QCentroid QuantumOps Platform, the QCentroid Launchpad, APIs, and all related services.
• “QCentroid Launchpad”: The integrated web-based development environment (Web IDE) used for creating and editing solutions on the Platform.
• “QCentroid Sandbox Environment”: A non-production instance of the Platform offered to potential customers for a trial period to evaluate its features and capabilities.
• “User”: Refers to the individual or entity accessing the Platform, including employees or authorized agents of a Customer.
• “Customer”: Refers to the entity that enters into this Agreement with QCentroid Labs S.L.
• “Solution”: Refers to any code, algorithm, or results developed by the User using the Platform.
• “Usage Data”: Refers to non-personal, technical data related to platform usage, code execution, and performance metrics, used by the Provider for monitoring and service improvement.
• “Interaction Data”: Refers to the content of communications between a User and AI-powered tools on the Platform, including prompts, queries, and the generated responses.

3. License Grant and Use Restrictions

3.1. License: The Provider grants the User a limited, non-exclusive, non-transferable license to access and use the Platform solely for internal business purposes, including developing solutions and participating in specific events, in accordance with these Terms of Use.

3.2. Use Restrictions: The User agrees not to:

• Use the Platform for any illegal or unauthorized purpose.
• Reverse engineer, disassemble, or create derivative works from the Platform.
• Exceed the usage limitations for computational resources as defined by their subscription or trial agreement.
• Use the Platform in any way that interferes with or disrupts its performance or security.

3.3. Prohibited Activities: The User is prohibited from tampering with the Platform’s infrastructure, bypassing usage limits, or using the Platform for purposes beyond solution development as defined in this Agreement.

3.4. Trial and Beta Services: The Provider may offer access to services that are not yet generally available, including but not limited to the QCentroid Sandbox Environment (“Beta Services”). Any Beta Services are provided “AS-IS” without any warranty, commitment, or liability of any kind. The Provider makes no guarantees that Beta Services will be made generally available. All Beta Services are excluded from any Service Level Agreement obligations.

4. Ownership of Intellectual Property

4.1. User Ownership: The User retains full ownership of the code, algorithms, and Solutions they develop on the Platform. The Provider claims no intellectual property rights over the User’s Solutions.

4.1.1. Limited License to Provide the Services: The User grants the Provider and its authorized subprocessors a limited, non-exclusive, worldwide, royalty-free license, for the duration of the User’s use of the Platform, to host, reproduce, transmit, and process the User’s code and Solutions solely to operate, secure, maintain, and provide the Platform and its authorized services. This license does not transfer ownership or permit any use outside those purposes and ends upon deletion or termination, subject to Sections 5.3.1 and 11.2.

4.2. Platform IP: The Provider retains all rights, title, and interest in and to the Platform infrastructure, including the QCentroid Launchpad, QuantumOps Platform, APIs, proprietary algorithms, and any improvements or modifications thereto.

4.3. Third-Party Code: The User is solely responsible for ensuring they have the necessary rights and licenses for any third-party code or data integrated into their Solution.

5. Data, Privacy, and Security

5.1. General Commitment: The Provider is committed to protecting the privacy and security of Customer data. We implement appropriate technical and organizational measures to safeguard data against unauthorized access, disclosure, alteration, and destruction.

5.2. Usage Data: The Provider collects and processes Usage Data to monitor, maintain, and improve Platform performance and security. This data is aggregated and does not contain personal identifiers.

5.3. Customer Data and Solutions: The Provider’s personnel are technically and organizationally restricted from accessing, viewing, or using the Customer’s Solutions, including source code, stored on the Platform. Only automated Platform processes may access or process source code as necessary to provide the functions expressly authorized by the Customer, including those described in Section 6. In the event a Customer requires technical support, any review of source code is limited to what the Customer voluntarily displays or provides to the Provider’s support personnel (e.g., through a screen share). The Provider has no access to the source code of any third-party products or applications run on the Platform by the User. All Customer data and Solutions are stored securely in an isolated environment.

5.3.1. Retention and Deletion of Source Code: Source code downloaded from a User repository remains in active Platform storage until deleted by the User or deleted in accordance with Section 11.2. Upon deletion, the Platform removes the source code from active storage. Residual copies in securely maintained backup systems are not used for any purpose other than disaster recovery and are deleted in accordance with the Provider’s documented backup retention schedule, subject to applicable legal obligations.

5.4. Use of AI Tools and Interaction Data:

• Functionality: The Platform includes AI-powered tools (“AI Agents”) to assist Users. By using these AI Agents, the User provides prompts and receives generated outputs (collectively, “Interaction Data”).
• Data Processing Purpose: The Provider processes Interaction Data for the following purposes:

1. To provide, maintain, and improve the AI Agents.
2. To debug and troubleshoot the performance of the AI Agents.
3. To provide the Customer with access to the Interaction Data logs generated by their Users, upon the Customer’s request.

• Customer Responsibility (GDPR Compliance): The Customer acts as the Data Controller for any personal data of its employees or authorized Users submitted to the Platform. The Customer is responsible for ensuring it has a lawful basis (e.g., consent or legitimate interest) to permit the Provider to process this Interaction Data and to share it with the Customer for review. The Provider acts as a Data Processor on behalf of the Customer for this purpose.
• User Acknowledgement: Users should not submit sensitive personal information, protected health information, or highly confidential business secrets in free-text prompts to the AI Agents.

5.4.1. AI Model Training: The Provider will not use Customer source code or Interaction Data to train generalized AI models or improve third-party AI models unless the Customer has expressly opted in. Where permitted by applicable law, the Provider may use de-identified and aggregated Interaction Data to evaluate and improve the Platform’s functionality.

5.5. Third-Party AI Providers and International Data Transfers:

• Subprocessors: To provide AI Agent functionality, the Provider may utilize services from third-party AI service providers. This may require the transmission of Interaction Data to these providers. The Provider will make an up-to-date list of relevant subprocessors available to the Customer upon request, enter into written agreements with them that impose appropriate data protection obligations, and provide advance notice of material changes to such subprocessors where required by applicable law or the applicable Data Processing Agreement.
• International Data Transfers: Some of these providers may be located outside of the European Economic Area (EEA), including in the United States. Where personal data is transferred outside the EEA, the Provider will ensure that a valid transfer mechanism is in place, such as an adequacy decision or Standard Contractual Clauses, together with supplementary measures where required by applicable law.
• The Provider will only engage with third-party providers that offer appropriate data protection safeguards, in accordance with applicable laws, including GDPR.

5.6. Data Processing Agreement: To the extent that the Provider processes personal data on behalf of the Customer, the parties shall enter into a Data Processing Agreement that addresses the requirements of Article 28 of the GDPR, including the subject matter, duration, nature and purpose of processing, types of personal data, categories of data subjects, security measures, subprocessors, assistance, audits, and deletion or return of personal data. If there is a conflict between this Agreement and the applicable Data Processing Agreement regarding the processing of personal data, the Data Processing Agreement will prevail.

6. Access to User Code Repositories

6.1. QCentroid Platform: The QCentroid Platform may connect to the User’s source code repositories (such as GitHub or other supported services) for the purpose of retrieving, building, and executing the algorithms contained therein, as authorized by the User. Such connection is established through a secure exchange of deployment keys or equivalent authentication mechanisms. Repository credentials and permissions are limited to the minimum read-only scope necessary for the authorized functions, are not used to access other repositories or for any other purpose, and may be revoked by the User at any time. The Platform does not write to the User’s repositories. Repository access remains strictly limited to automated functions of the Platform as authorized by the User. At no point will QCentroid personnel have access to the User’s source code, repository contents, or related intellectual property.

6.1.a. QCentroid Launchpad: The QCentroid Launchpad may connect to the User’s source code repositories and download the source code, as authorized by the User, solely to enable the User to program, develop, build, and execute their algorithms on the Platform. The downloaded source code remains stored in the Platform until manually deleted by the User, except as otherwise provided in Section 11.2. Repository access and storage remain strictly limited to automated functions of the Platform as authorized by the User. At no point will QCentroid personnel have access to the User’s source code, repository contents, or related intellectual property.

6.2. Ownership and confidentiality: All intellectual property rights in the User’s code and related materials remain the exclusive property of the User. QCentroid shall treat all such code and materials as the User’s confidential information and shall not use them for any purpose other than providing the services of the Platform as agreed with the User.

7. Storage of User Tokens and API Keys

7.1. Authorization and Purpose: The QCentroid Platform may store the User’s tokens, API keys, or equivalent credentials required to access third-party hardware providers, strictly as authorized by the User. Such credentials are used exclusively to enable the integration of the Platform with the designated third-party services for the execution of the User’s workloads.

7.2. Security and Access Control: All tokens, API keys, and related credentials are securely stored using an enterprise-grade Key Management System (KMS), employing industry-standard encryption algorithms and key lengths. Access to these credentials is fully automated and restricted to the Platform’s secure processes. QCentroid personnel shall not, under any circumstances, have the ability to access, retrieve, or use the User’s credentials.

7.3. Disclaimer of Responsibility: The User remains solely responsible for the accuracy, validity, configuration, and timely renewal of any tokens or API keys provided. QCentroid shall not be liable for any interruptions, errors, or failures in the Platform’s services arising from expired, revoked, misconfigured, or otherwise invalid credentials supplied by the User.

8. Execution of Workloads on Third-Party Hardware Providers

8.1. Transfer of Workloads and Data: As part of the normal operation of the QCentroid Platform, the User’s workloads, algorithms, and associated data may be transmitted to third-party hardware providers for the purpose of execution, strictly in accordance with the services selected and authorized by the User. Such transmissions are performed solely to enable the execution of the User’s workloads on the chosen providers’ infrastructure.

8.2. Scope of Responsibility: QCentroid acts only as a facilitator of the execution process and does not control the internal operations, performance, or security practices of the third-party hardware providers. The User acknowledges that the execution of workloads on such third-party systems is subject to the terms, conditions, and service levels of the respective providers.

8.3. Confidentiality and Data Protection: QCentroid shall ensure that all transmissions of workloads and data to third-party hardware providers are carried out through secure channels and in compliance with applicable data protection standards. All User workloads and data shall be treated as confidential information by QCentroid and shall not be used for any purpose other than the provision of the services. Notwithstanding the foregoing, QCentroid shall not be responsible for the confidentiality, integrity, or availability of workloads and data once transmitted to and processed by third-party hardware providers, whose handling of such information is governed by their respective terms and policies.

8.4. User Obligation to Review Third-Party Terms: The User is responsible for reviewing and understanding the terms, conditions, and data protection policies of any third-party hardware providers selected for the execution of workloads. QCentroid disclaims any liability arising from the practices, policies, or contractual terms of such providers.

9. Confidentiality

9.1. Confidential Information: “Confidential Information” means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) was known to the receiving party prior to its disclosure, (iii) is received from a third party without breach of any obligation owed to the disclosing party, or (iv) was independently developed by the receiving party.

9.2. Obligation of Confidentiality: Each party agrees to protect the other’s Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind (but in no event less than reasonable care). Each party agrees to use the other’s Confidential Information solely for purposes of performing its obligations under this Agreement and not to disclose it to any third party without the other party’s prior written consent.

10. Liability and Indemnification

10.1. No Liability for Results: The Provider makes no guarantees regarding the accuracy or suitability of the results obtained through the Platform. The User assumes all responsibility for the use of the Platform.

10.2. Third-Party Services: The Provider is not responsible for any downtime, errors, or performance issues related to third-party computing hardware or services connected to the Platform.

10.3. Limitation of Liability: In no event shall the Provider be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, data, or business opportunities.

10.4. Customer Indemnification: The User agrees to indemnify and hold harmless the Provider from any claims, damages, or losses arising out of the User’s use of the Platform, including but not limited to claims of intellectual property infringement related to the User’s Solution or unauthorized use of third-party code.

10.5. Provider Indemnification: The Provider agrees to defend, indemnify, and hold harmless the Customer against any third-party claim alleging that the use of the Platform as permitted hereunder infringes a patent or copyright. The Provider will pay damages and costs finally awarded against the Customer in connection with any such claim.

11. Termination and Suspension

11.1. Termination for Violation: The Provider reserves the right to suspend or terminate a User’s access to the Platform for any material breach of this Agreement. Except where immediate action is reasonably necessary to protect the Platform, its Users, security, or to comply with applicable law, the Provider will provide notice of the material breach and a reasonable opportunity to cure it before suspension or termination.

11.2.  Post-Termination Data Access: Upon termination, the User will have 60 days to retrieve any data or Solutions. After this period, the Provider may permanently delete all User-generated content.

12. Commercial Terms

12.1. Master Services Agreement: The commercial terms of use, including all fees, payment schedules, and subscription details, shall be governed by a separate Master Services Agreement (MSA) or Order Form executed between the Customer and the Provider.

12.2. Service Level Agreement: Any applicable service level commitments regarding the performance and availability of the Platform will be set forth in a separate Service Level Agreement (SLA), which may form part of the MSA.

13. General Provisions

13.1. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of Spain. Any disputes shall be subject to the exclusive jurisdiction of the courts located in Bilbao, Spain.

13.2. Force Majeure: Neither party shall be liable for any failure to perform due to causes beyond their reasonable control.

13.3. Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

13.4. Amendments: The Provider reserves the right to amend these Terms of Use. The Provider will give reasonable advance notice of material changes and state their effective date. A User who does not accept a material change may stop using the Platform before its effective date, subject to any applicable MSA or Order Form. Continued use of the Platform after the effective date will constitute acceptance of the revised terms.