1. Introduction

Welcome to the Ingenii Exchange (the “Platform”), operated by Ingenii Inc. (“Ingenii,” “we,” “us,” or “our”). The Platform is a collaboration and knowledge exchange environment focused on quantum machine learning (QML) use cases, research, and applied workflows. By accessing or using the Platform, you agree to comply with and be bound by these Terms of Service (“Terms”).

These Terms apply to all users, including researchers, contributors, partner organizations, and enterprise subscribers (collectively, “Users”).

2. Description of Services

The Platform provides:

• Use case discovery and recommendation functionality

• Collaboration tools

• QML research sharing and technical accelerators

• Proprietary frameworks developed by Ingenii

• Profile pages, community submissions, and interactive features

The Platform is built using Zite (frontend application layer) and Airtable (data backend). Ingenii owns all custom logic, data schemas, workflows, frameworks, and proprietary enhancements built on these tools (the “Ingenii IP”).

3. Third-Party Services Disclaimer

The Platform relies on third-party services, including Zite (operated by Fillout/Restly Inc.) for application hosting and Airtable for backend data storage. Your access to the Platform and its features may be subject to the terms, limitations, and availability of these providers. Ingenii is not responsible for any interruptions, outages, or feature changes caused by third-party service modifications or downtime.

4. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Platform. If you register on behalf of an organization, you affirm that you have authority to bind that entity to these Terms.

5. Account Registration

To access certain features, you must create an account and provide accurate information. You are responsible for maintaining the confidentiality of your account credentials and for all activities occurring under your account.

6. Acceptable Use

You agree not to:

• Use the Platform for unlawful purposes

• Attempt to access or modify the Platform’s source code or proprietary logic

• Resell, sublicense, or reproduce Platform functionality

• Build a competing platform using data or intellectual property from the Platform

• Upload harmful, inaccurate, or infringing content

7. User Content

Any data, submissions, research, documentation, or other materials provided by Users (“User Content”) remains the property of the User. However, by submitting User Content, you grant Ingenii a non-exclusive, worldwide, royalty-free license to host, use, display, and process such content for the purposes of operating and improving the Platform. This license includes the right to reproduce, adapt, and create derivative works as necessary for interoperability. User Content will not be used to train AI models without your express written consent.

You represent and warrant that you have the rights to submit any User Content and that it does not violate any third-party rights.

8. User Content Retention and Backups
Users are solely responsible for backing up any content submitted to the Platform. Ingenii does not guarantee retention or availability of User Content following account termination, suspension, or service disruption.

9. Proprietary Rights
Ingenii retains all rights, title, and interest in and to the Platform, including:

• Proprietary frameworks and accelerators

• Knowledge graphs and recommendation logic

• Data models and schemas

• Application logic

• Ingenii trademarks and branding

Zite and Airtable are third-party services. Ingenii holds full ownership of all custom code, app logic, workflows, and schema configurations developed within those environments.

10. Service Levels and Availability

Unless otherwise agreed in writing under a separate enterprise agreement, no specific service uptime or availability is guaranteed. Ingenii does not warrant continuous or uninterrupted access to the Platform and shall not be liable for any delays or failures caused by third-party infrastructure or service changes.

11. Payment & Subscription
Certain Platform features may require a paid subscription or enterprise agreement. Fees are billed as specified at the time of purchase. Subscriptions auto-renew unless canceled.

12. Termination

Ingenii may suspend or terminate your access if you violate these Terms. Upon termination, your license to use the Platform ends, but sections relating to ownership, confidentiality, indemnification, and limitation of liability will survive termination.

13. Indemnification

You agree to indemnify, defend, and hold harmless Ingenii, its officers, directors, employees, and affiliates from and against any claims, liabilities, losses, damages, or expenses arising out of your use of the Platform, your User Content, or your violation of these Terms or applicable law.

14. Disclaimers

The Platform is provided “as is” without warranty of any kind. Ingenii does not guarantee availability, accuracy of recommendations, or fitness for any particular purpose.

15. Limitation of Liability
Ingenii shall not be liable for indirect, incidental, special, or consequential damages. In no event shall our total liability exceed the greater of (a) amounts paid by you in the last 12 months or (b) $100 USD.

16. Dispute Resolution

Any disputes arising from these Terms or your use of the Platform shall be resolved through binding arbitration administered by the American Arbitration Association. You waive any right to participate in a class action or jury trial.

17. Governing Law

These Terms are governed by the laws of Delaware, USA, without regard to conflict of law principles. Any legal disputes will be handled in the courts located in New Castle County, Delaware.

18. Third-Party Terms Acknowledgement

By using the Platform, you acknowledge that third-party services integrated with the Platform, including but not limited to Airtable and Zite, may impose additional terms of service and privacy policies.

19. Changes to Terms

Ingenii reserves the right to modify these Terms at any time. Continued use of the Platform constitutes acceptance of revised Terms.

20. Contact

Questions regarding these Terms may be sent to: support@ingenii.io