Quantum Machines End User License Agreement
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PLEASE READ CAREFULLY END USER LICENSE AGREEMENT (THE "EULA") BEFORE INSTALLING,
ACCESSING, DOWNLOADING OR USING THE SOLUTION (AS DEFINED BELOW) INCLUDING ANY
SOFTWARE OR HARDWARE THEREIN, PROVIDED TO YOU ("USER", "YOU") BY QM (AS DEFINED BELOW).
BY INSTALLING, HAVING INSTALLED, CONTROLLING, ACCESSING, DOWNLOADING OR OTHERWISE
USING THE SOLUTION IN ANY MANNER, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY
ALL THE TERMS AND CONDITIONS HEREOF AND REPRESENTING THAT YOU HAVE FULL RIGHT,
POWER, AND AUTHORITY TO ENTER INTO AND PERFORM HEREUNDER. WRITTEN APPROVAL IS NOT
A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA. YOU MAY NOT INSTALL,
DEPLOY, DOWNLOAD, CONTROL, ACCESS OR USE THE SOLUTION IN ANY MANNER UNTIL YOU
HAVE ACCEPTED THIS EULA.
THIS EULA IS MADE BETWEEN YOU AND QM MACHINES LTD. AND ITS AFFILIATES (AS DEFINED BELOW)
("QM"), WITH RESPECT TO THE SOLUTION.
YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SOLUTION, FOR YOUR RELIANCE ON
THE RESULTS OF USE OF THE SOLUTION AND SOLUTION SERVICES AND FOR ANY USE OF THE SOLUTION
NOT IN ACCORDANCE WITH THE TERMS HEREOF OR AS CONTEMPLATED HEREUNDER.

1. DEFINITIONS
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1.1    "Affiliate" means any entity which controls, is controlled or is under common control
       with either of the parties.  Any entity shall be deemed to "control" another entity if it
       owns directly or indirectly more than 50% of the outstanding voting securities or capital
       of other entity or other comparable equity with respect to an entity other than a company.

1.2    "Documentation" means the standard written materials regarding the Solution issued and
       generally provided by QM to its customers.

1.3    "Third Party Components" shall mean collectively any devices and products, whether
       hardware or software, which are licensed by third parties and that are integrated
       into or with the Solution.

1.4    "Software" shall mean QM’s proprietary software components, provided with and/or
       incorporated into the Solution.

1.5    "Solution" shall mean QM’s equipment, including all Software and hardware therein.

2. LICENSE RIGHTS; RESTRICTIONS
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2.1    QM grants you, subject to full compliance with the terms and conditions set forth
       herein, a non-exclusive, non-transferable, non-sublicensable, limited under this EULA) license to:

2.1.1  use, access, and operate the Solution as provided, installed and configured by QM,
       solely for your internal or personal use and in any event not for any further
       commercialization or provision of the Solution or any parts thereof, to any third
       party for use with QM’s proprietary products previously purchased by you from QM ("Purpose") all strictly in accordance with the technical instructions set
       forth in the Documentation; and

2.1.2  access, use and make verbatim copies of the Documentation provided to you by QM,
       solely in connection with your internal or personal use of the Solution as permitted
       hereunder solely for the Purpose, and provided that all copyright notices are included
       and maintained therein.

2.2    Use Restrictions.

2.2.1  Unless otherwise expressly provided herein, you agree that you will not, nor will you
       allow any third party whether or not on your behalf to: (a) distribute, license, rent,
       lease, sublicense, loan, sell or otherwise allow any third party to access the Solution;
       (b) modify, alter, copy, transfer, emulate or create any derivative works of the Solution
       or of any part thereof (including any of the Software components thereof); (c) reverse
       engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source
       code or designs from the Solution or any part thereof (including of any of the Software
       components thereof); (d) remove, alter or obscure any copyright, trademark or other proprietary
       rights notice, on or in, the Solution, any of its components and/or the Documentation;
       (e) bundle, integrate, or attempt to integrate with the Solution or with any component
       thereof, any third-party software,   hardware or technology other than as expressly permitted
       in writing by QM (including through the Documentation); (f) use the Solution for any
       benchmarking or for competing development activities, (g) publish or disclose to any third
       party any technical features, quality, performance or benchmark test, or comparative analyses
       relating to the Solution, except for your internal use or as expressly permitted by QM in writing;
       or (h) disable or otherwise circumvent any license management measures included in the Software
       and/or the Solution. You shall limit access to the Solution to your authorized employees,
       Affiliates and personnel, and will administer account information and passwords accordingly,
       and will cause all such employees, Affiliates and personnel to comply with the terms of this EULA.

2.2.2  Without derogating from the foregoing, you shall take all commercially reasonable precautions to
       prevent any unauthorized access and/or unauthorized usage of the Solution. You shall be responsible
       and liable for any act or omission by anyone acting on your (or your Affiliates’) behalf or
       authorization, and/or anyone having obtained use of or access to the Solution from you (or your
       Affiliates), including without limitation your employees, representatives, personnel, or your
       Affiliates, and such Affiliates’ employees, representatives, and personnel ("Representatives"),
       as if performed by you.

2.3    Marks and Use of Name.  This EULA does not grant to you any rights to QM’s trademarks or service marks.

2.4    Third Party Software.  IN ACCEPTING THIS EULA, YOU CONFIRM AND ACKNOWLEDGE THE UTILIZATION OF
       THIRD-PARTY COMPONENTS, IN THE SOLUTION AND ACKNOWLEDGE THAT SUCH THIRD-PARTY COMPONENTS ARE BEING
       INSTALLED WITH YOUR CONSENT. WITHOUT DEROGATING FROM QM’S LIMITED WARRANTY PROVIDED IN SECTION 3 BELOW,
       SUCH THIRD PARTY COMPONENTS ARE UTILIZED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER AND QM HEREBY
       EXPRESSLY DISCLAIMS WITH RESPECT TO ANY SUCH THIRD PARTY COMPONENTS, AND TO THE MAXIMUM EXTENT PERMITTED
       BY APPLICABLE LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION,
       THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2.5    Export Restrictions.  You acknowledge that the Solution may be subject to applicable export jurisdiction
       and to any other applicable laws and regulation concerning the transfer of the Solution or any part thereof
       across international borders. You will comply with all applicable national and international laws that
       apply to your use of the Solution, including United States Export Administration Regulations, as well as
       end user, end use and destination restrictions which may be issued by the United States and other
       governments from time to time.

3. MAINTENANCE AND SUPPORT; WARRANTIES; DISCLAIMERS
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3.1    Alpha Version. You acknowledge that the Solution including all components thereof, is an Alpha/Beta version
       which is still under development, and as such (i) is not at the level of performance or compatibility of
       final, generally available products; (ii) may not operate correctly, (iii) may be further developed or
       modified; (iv) may not be made for general release, and (v) should not be used in a commercial production
       environment.

3.2    QM may provide periodic updates to the Solution and may provide maintenance and support for the Solution
       in accordance with the terms and conditions under which the Solution was purchased. You hereby grant QM the
       right to remotely access the Solution and any of its components, including as installed or connected to your
       hardware, for the purpose of customer support only.

3.3    Notwithstanding, QM will not provide any maintenance and support (if applicable) in the event the Solution
       or any part thereof is (i) modified or adjusted in any manner by any party other than QM or without QM’s
       written approval, (ii) used in conjunction with your or any third party’s products, which resulted in the
       defect, other than as specified in the Documentation or approved in writing by QM, (iii) abused, mishandled,
       misused or otherwise used not in accordance with the Documentation and/or this EULA, or (iv) was not fully
       paid for.

3.4    EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, THE SOLUTION, IS PROVIDED BY QM "AS IS" AND QM MAKES NO
       REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING THE SOLUTION, ARISING FROM
       COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE,
       INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INTERFERENCE.
       YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS EULA IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION NOT
       EXPRESSLY CONTAINED IN THIS EULA.

4. FEES.
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4.1    If you are a paying customer, you shall pay QM the fees as described in the Order Form added with any
       applicable VAT or sales taxes (as applicable). Payment shall be due as described in the Order Form and
       made in United States Dollars or New Israeli Shekels by wire transfer to QM’s designated bank account.
       All fees shall be non-cancellable, and the sums paid non-refundable. If you are a paying customer,
       you are responsible for payment of any taxes resulting from the possession and use of the Solution,
       except for payment of any taxes based on or related to QM’s income.

5. PROPRIETARY RIGHTS. You agree and acknowledge that, QM is and shall remain the sole and exclusive owner of
       any and all Intellectual Property rights in or to the Solution and any part thereof, including any
       modifications, enhancements, improvements, updates and upgrades, and derivative works thereof including
       if originates, learned or derived from the use of the Solution or any part thereof by you or by any
       Representatives or from information you or any Representatives provide to QM in connection with the Solution.
       "Intellectual Property" shall mean all inventions, ideas, concepts, analyses, (whether patented,
       or patentable, or not), methods, methodologies, designs, processes, patents, patent applications,
       rights associated with works of authorship, including copyrights, copyrights applications, copyrights
       restrictions, moral rights, any information, ancillary materials, devices, results, know-how, and all
       rights relating to the protection of trade secrets and confidential information; design rights and industrial
       property rights; mask works, software, all code including source code, object code, firmware; and any other
       proprietary rights relating to intangible property. Other than as explicitly stated hereunder, no right or
       license, express or implied, in or to the Intellectual Property of QM, is granted to you or to any
       Representative under this EULA.


6. LIMITATION OF LIABILITY. IN NO EVENT WILL QM, OR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
       SHAREHOLDER, AND EMPLOYEES’ ("QM’S PARTIES") AGGREGATE LIABILTY TO YOU, EXCEED THE AMOUNTS PAID BY YOU
       TO QM IN RESPECT OF THE SOLUTION. IN NO EVENT WILL QM OR QM PARTIES, HAVE ANY LIABILITY TO YOU FOR ANY
       INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES
       FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION,
       LOSS OF DATA OR BUSINESS INFORMATION ARISING FROM THE INSTALLATION, OPERATION, USE OF OR INABILITY TO USE
       THE SOLUTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS
       REASONABLY FORESEEABLE. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS EULA MAY BE
       BROUGHT AGAINST QM MORE THAN TWELVE (12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF THIS EULA.

7. TERM AND TERMINATION.  You will have the rights set forth herein for the duration set forth by QM at its
       discretion (unless otherwise agreed between QM and you under an applicable written agreement) and only for
       so long as the you comply with this EULA. This EULA and all rights and licenses granted hereunder shall
       automatically terminate if you breach the terms hereof and such breach is not cured within fourteen (14)
       days of written notice of such breach.  Sections 1, 2.2, 2.3, 2.4, 2.5, 5, 6, 7, 8 and 9, will survive any
       termination or expiration of This EULA.

8. GENERAL

8.1    Severability.  In the event any provision or part of This EULA is held to be invalid or unenforceable by any
       court of competent jurisdiction, it shall be amended to the extent required to render it valid, legal and
       enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect
       the enforceability of the other provisions hereof.

8.2    Waiver.  No waiver of any breach of This EULA will be a waiver of any other breach, and no waiver will be
       effective unless made in writing and signed by an authorized representative of the waiving party.
       The failure of either party to enforce any rights granted hereunder or to take action against the other
       party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent
       enforcement of rights or subsequent actions in the event of future breaches.

8.3    Entire Agreement; Updates.  This EULA supersede all previous agreements or representations, written or oral,
       with respect to the subject matter hereof between you and QM.  These Terms may not be modified or amended
       except in writing signed by a duly authorized representative of each party. This EULA may be amended,
       updated or modified, at QM's sole discretion, with any update of the Solution or any part thereof.

8.4    Governing Law.  The validity, interpretation, and performance of this EULA shall be controlled by and
       construed under the laws of the State of Israel/New York as if performed wholly within Israel/New York
       and without giving effect to the principles of conflicts of laws.  The Parties hereby consent to the
       exclusive jurisdiction of the courts of Tel Aviv/New York.

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