Last Updated: October 22, 2025

IMPORTANT – READ CAREFULLY

THESE QEDMA TERMS OF SERVICE  (“AGREEMENT”) GOVERN THE ACCESS TO AND USE OF SERVICES (INCLUDING ANY SOFTWARE AND DOCUMENTATION PROVIDED AS PART OF THE SERVICES) BY YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY, “YOU” OR “USER”) AND QEDMA QUANTUM TECHNOLOGIES LTD., AN ISRAELI COMPANY (“QEDMA”, “WE”, “US”, OR “OUR”).

BY CLICKING “I ACCEPT,” ACCESSING, OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS & CONDITIONS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THAT ORGANIZATION TO THESE TERMS.

1. DEFINITIONS
   1. “Access” (including “accessed”, “accessing” and similar inflections) means the ability to use, view, execute, or interact with the Qedma Services and Software through the Third-Party Platform, including authentication, login, and utilization of features and functionalities. 
   2. “Affiliate” means any entity that controls, is controlled by, or is under common control with either Party. An 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 the other entity or possesses other comparable equity or ownership interest.
   3. “Software” means Qedma’s proprietary quantum error reduction and characterization software components, provided in machine-readable, object code form, accessed and executed by USER as part of the Services through Third-Party Platform infrastructure, including QESEM™ (Quantum Error Suppression and Mitigation) software, quantum hardware characterization software, and any updates and upgrades to the foregoing provided during the Subscription Term.
   4. “Services” or “Qedma Services” means Qedma’s cloud-hosted quantum error reduction and characterization services provided through Third-Party Platforms, including quantum error suppression and mitigation, hardware characterization, and real-time error analysis.
   5. “USER Data” means any data, including quantum circuits, quantum algorithms, qubit configurations, measurement operators, computational parameters, and related quantum computing workloads submitted by or on behalf of USER to the Third-Party Platform in connection with use of the Services. USER Data is processed and stored exclusively on Third-Party Platform infrastructure and is not transmitted to or accessed by Qedma.
   6. “Usage Data” means aggregated and/or non-identifiable operational metrics collected by Qedma relating to Service performance and usage, as further described in Section 5.2. Usage Data does not include, derive from, or contain USER Data or Output.
   7. “Documentation” means Qedma’s technical documentation, user guides, and specifications for the Services, including any Software accessed as part of the Services, as provided to USER from time to time.
   8. “Subscription Term” means the period during which USER is permitted to access and use the Services as specified in the Order Form.
   9. “Third-Party Platform” means any third-party quantum computing platform or infrastructure through which the Software may be accessed.
   10. “Order Form” means any ordering document (regardless of form or title) entered into by USER and Qedma, which references this Agreement and sets out commercial terms such as subscription scope, fees, and term.
   11. “Output” means all computational outputs, results, and data generated by the Services in response to USER’s submission of USER Data and use of the Services.
   12. “Third-Party Components” means third-party software components, libraries, APIs, hardware, systems, or services utilized by Qedma in the provision of the Services.
2. SERVICE ACCESS AND USE
   1. Service Access and Usage Rights

Subject to the USER’s compliance with this Agreement and payment of all applicable fees, Qedma grants USER a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services (including any related Software and Documentation made available as part of the Services) during the Subscription Term, solely for USER’s internal business, research, or educational purposes and in accordance with the scope and limitations set forth in this Agreement and the relevant Order Form.

2. Purchase Models

USER may access the Services through: (a) Direct Purchase: USER purchases access to the Services directly from Qedma pursuant to an Order Form (“Direct Purchase”). In this case, USER pays fees directly to Qedma as set forth in Section 6; (b) Platform Purchase: USER purchases access to the Services as part of USER’s subscription or service agreement with a Third-Party Platform provider (“Platform Purchase”). In this case, USER has no direct payment obligations to Qedma, and access is contingent on the Third-Party Platform provider’s valid commercial arrangement with Qedma.

Regardless of purchase model, this Agreement governs USER’s use of the Services. References to “fees”, “payment”, and “Order Form” in this Agreement apply only to Direct Purchase USERs.

3. Subscription and Usage-Based Model

The Services are provided on a subscription and/or consumption basis. USER’s right to access and use the Services is subject to: (a) the specific subscription tier, usage allocation, or Order Form in place; (b) timely payment of all applicable fees; (c) compliance with resource usage parameters applicable to quantum processing units (QPUs) or other computational resources as specified in the relevant Order Form or subscription agreement.

4. Third-Party Platform Integration

The Software may be hosted on and executed through Third-Party Platform infrastructure, and the Services are delivered through such platforms. USER acknowledges and agrees that: (a) USER must comply with all terms and conditions of the relevant Third-Party Platform; (b) USER must maintain valid credentials and access rights to the Third-Party Platform; (c) Qedma’s provision of Services depends on Third-Party Platform availability; (d) USER Data remains on Third-Party Platform infrastructure as described in Section 5.1; and (e) Qedma receives only Usage Data and does not access USER Data or Outputs.

5. Service Updates and Maintenance

Qedma may provide updates, upgrades, and enhancements to the Services and will use commercially reasonable efforts to provide advance notice of scheduled maintenance. Qedma reserves the right to perform emergency maintenance without notice if necessary to address security vulnerabilities or critical bugs. Updates may modify functionality without maintaining backward compatibility. Continued use constitutes acceptance of updated Services. Updates are provided at no additional charge during the Subscription Term unless otherwise stated.

3. RESTRICTIONS; PROHIBITED ACTIVITIES
   1. General Restrictions on Use

USER shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of any Software provided as part of the Services; (b) modify, adapt, translate, or create derivative works based on any part of the Software; (c) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on or in the Services; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party; (e) use the Services to develop or assist in the development of a competing product or service, or for competitive analysis or benchmarking; (f) access or use the Services in any manner that could impair, damage, or interfere with their operation or any other user’s experience; (g) attempt to gain unauthorized access to any systems, networks, or data of Qedma or others; (h) use the Services in violation of applicable laws or the prohibited uses in Section 3.3; (i) introduce viruses, malware, or malicious code; or (j) circumvent or disable any security, usage limits, or technological protections in the Services.

2. Export Control and Regulatory Compliance

USER acknowledges that the Services and Software may be subject to export control laws and regulations, including those of Israel, the United States, the European Union, and other relevant jurisdictions (“Export Control Laws”).

USER represents and warrants that USER and its Affiliates are not and shall not be Sanctioned Persons, and shall not operate in, reside in, or access the Services from a Sanctioned Country.

USER agrees to: (a) comply with all applicable Export Control Laws; (b) not export, re-export, transfer, or make available the Software to any country, entity, or individual prohibited by Export Control Laws; (c) not use the Software for purposes prohibited by Export Control Laws, including development of nuclear, chemical, or biological weapons or missile technology; (d) obtain all necessary export licenses; and (e) immediately notify Qedma if USER becomes subject to any export restriction.

USER acknowledges that quantum computing technology may be classified as “dual-use” technology under applicable Export Control Laws.

“Sanctioned Person” means any person or entity listed on sanctions lists maintained by OFAC, the Department of State, the UN Security Council, the EU, or other relevant sanctions authorities; any person or entity operating, organized, or resident in a Sanctioned Country; or any person or entity owned or controlled by such persons.

“Sanctioned Country” means any country, region, or territory subject to comprehensive sanctions, including Cuba, Iran, Syria, North Korea, Russia, Belarus, and the Crimea region of Ukraine.

3. Prohibited End Uses

USER shall not access or use the Services for any purpose that: (a) violates any applicable law, regulation, or third- party right; (b) poses a risk to national security or public safety; (c) involves the development or deployment of autonomous weapons systems; (d) is designed to circumvent security or cryptographic protections without proper authorization; or (e) is reasonably deemed by Qedma to be harmful, unethical, or contrary to Qedma’s stated mission and values.

4. INTELLECTUAL PROPERTY
   1. Qedma Intellectual Property

Qedma and its licensors retain all rights, including without limitation any intellectual property rights, title and interest in and to: (a) the Services and any part thereof, including without limitation any Software, Documentation, technology, know-how, processes, methods, analysis, and methodologies related thereto; (b) all improvements, modifications, enhancements, derivative works, updates and upgrades thereof; and (c) all Usage Data derived therefrom. Nothing in this Agreement transfers any ownership interest in the Services, Software, or Qedma intellectual property to USER. USER only receives the limited rights to access and use the Services expressly provided in this Agreement.

2. USER Intellectual Property

USER retains all rights, title, and interest in: (a) USER Data; (b) USER’s pre-existing intellectual property; and (c) all Output.

3. Feedback

If USER provides Qedma with any suggestions, comments, ideas, recommendations, enhancement requests, bug reports, or other feedback regarding the Services or Software (“Feedback”), such Feedback shall be deemed, at its inception, the sole and exclusive property of Qedma. USER hereby irrevocably and unconditionally assigns all rights in any Feedback to Qedma, without restriction, attribution, or compensation.

4. Reservation of Rights

This Agreement is not intended to confer on any Party rights other than the rights expressly set forth in this Agreement. No joint development work nor joint intellectual property is contemplated to be generated by the Parties under this Agreement; any joint or jointly owner development work must be separately agreed in writing by the Parties.

5. USER DATA, USAGE DATA 
   1. USER Data

USER is solely responsible for the accuracy, legality, and content of USER Data, including ensuring all necessary rights to submit USER Data and compliance with applicable data protection laws. As described in Section 2.4, USER Data is processed and stored exclusively by Third-Party Platform providers, and Qedma does not access, receive, store, or control USER Data.

Without derogating from the foregoing, the Parties hereby acknowledge and agree that to the extent any personally identifiable information or personal data is provided by USER to Qedma in connection with USER’s account administration and authentication related to the Services, including user names, email addresses, and authentication credentials (“Account Data”), then each of Qedma and USER undertakes that (i) the collection, use, and processing of such Account Data shall be in accordance with any applicable laws, including, data protection laws, and USER shall ensure to make all necessary disclosures and obtain all required consents (if required), in order to transfer such Account Data to Qedma for the purposes of performance of this Agreement.

2. Usage Data

Qedma collects and processes operational metrics regarding USER’s use of the Services (“Usage Data” as defined in Section 1.5) for Qedma’s internal business purposes including to develop, improve, support, secure, and operate the Services and to fulfill legal obligations. Usage Data includes metrics such as service access patterns, feature utilization, performance statistics, resource consumption, quantum processing unit (QPU) usage, and error rates. Usage Data and Qedma’s use thereof will not identify any person, nor identify the USER, except as permitted under Section 11 (Confidentiality).

6. FEES AND PAYMENT

This Section 6 applies only to USER(s) with Direct Purchase arrangements. USERs accessing Services through Platform Purchase arrangements have no direct payment obligations to Qedma and should refer to their Third-Party Platform provider’s terms for fees and payment.

1. Subscription Fees

USER shall pay all fees as specified in the Order Form based on subscription tier, usage allocation, and consumption of computational resources.

2. Payment Terms

Unless otherwise specified: (a) subscription fees are due in advance on a monthly or annual basis; (b) usage-based fees are calculated based on actual consumption and billed periodically; (c) all fees are non-refundable except as expressly provided in this Agreement; (d) fees are exclusive of all taxes, duties, and similar charges, which are USER’s responsibility; and (e) overdue payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3. Suspension for Non-Payment

Qedma may suspend USER’s access immediately if: (a) payment is more than 15 days overdue; (b) USER violates this Agreement; (c) use poses security risks or violates law; or (d) required by law or regulation. Access will be restored upon cure of the violation or receipt of overdue payments plus applicable interest. Qedma is not liable for any damages arising from suspension. Suspension does not relieve USER’s payment obligations.

4. Platform Purchase Suspensions

For USERs accessing Services through Platform Purchase arrangements, Qedma may suspend access if: (a) the Third-Party Platform provider’s arrangement with Qedma is terminated, suspended, or in default; (b) USER violates this Agreement; (c) use poses security risks or violates law; or (d) required by law

7. WARRANTIES AND DISCLAIMERS
   1. Limited Warranty

Qedma warrants that during the Subscription Term, the Services will substantially conform to the Documentation under normal use. This warranty does not apply to: (a) USER’s misuse, modification, or unauthorized use; (b) use with non-supported hardware or platforms; (c) problems arising from Third-Party Platforms; (d) force majeure events or factors beyond Qedma’s control; or (e) use of outdated or unsupported versions after updates are available.

2. Exclusive Remedy

If Qedma breaches Section 7.1, USER’s exclusive remedy is for Qedma to use commercially reasonable efforts to (at its option) correct the non-conformity or, if unable to do so, refund prepaid, unused fees for the affected period.

3. Disclaimers

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES (INCLUDING ANY SOFTWARE AND DOCUMENTATION) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QEDMA DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LACK OF ERRORS, UNINTERRUPTED SERVICE, ACCURACY OF RESULTS, AND ANY WARRANTIES ARISING BY STATUTE, COURSE OF DEALING, OR USAGE OF TRADE.

4. Experimental Nature of Quantum Computing

USER further acknowledges and agrees: (a) Quantum computing is an emerging technology with inherent limitations. Results and outputs may be affected by quantum noise, decoherence, hardware limitations, and other factors beyond Qedma’s control. The Services reduce but cannot eliminate all computational errors. Performance may vary significantly depending on hardware platform and configuration; (b) USER should validate critical results through independent means and should not rely solely on Service outputs for mission-critical or safety-critical decisions without appropriate testing and validation. USER ASSUMES ALL RISKS ASSOCIATED WITH USE OF THE SERVICES AND RELIANCE ON ANY RESULTS OR OUTPUTS.

5. Third-Party Platform Disclaimer

The Services operate on Third-Party Platform infrastructure. USER Data is processed and secured exclusively by Third-Party Platform providers. Qedma makes no warranties regarding Third-Party Platforms and is not responsible for their performance, availability, security, or handling of USER Data. USER must direct all Third-Party Platform issues to the applicable provider. Qedma is not liable for any losses arising from Third-Party Platform failures, unavailability, security incidents, or data breaches.

6. Third-Party Components

USER acknowledges that: (a) Qedma may utilize third-party software libraries, APIs, and services in providing the Services; (b) Third-Party Components are provided “AS IS” without warranties from Qedma; and (c) Qedma may update, replace, or discontinue Third-Party Components at any time, which may affect Service functionality.

8. LIMITATION OF LIABILITY
   1. Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QEDMA SHALL NOT BE LIABLE FOR: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES; (C) BUSINESS INTERRUPTION; (D) COSTS OF SUBSTITUTE GOODS OR SERVICES; OR (E) ERRORS OR INACCURACIES IN COMPUTATIONAL RESULTS OR SERVICE OUTPUT — EVEN IF ADVISED OF THE POSSIBILITY.

QEDMA SHALL HAVE NO LIABILITY FOR CLAIMS RESULTING FROM: (I) UNAUTHORIZED USE OF THE SERVICES; (II) USER’S BREACH OF SECTION 3; (III) USER’S VIOLATION OF EXPORT CONTROL LAWS; OR (IV) THIRD-PARTY PLATFORM FAILURES, SECURITY BREACHES, OR OTHER THIRD-PARTY PLATFORM ISSUES. 

2. Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QEDMA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED FIVE THOUSAND US DOLLARS ($5000).

3. Exception to Limitation

The limitations set forth in Sections ‎8.1 and ‎8.2 do not apply to: (a) liability for death or bodily injury caused by Qedma’s negligence; (b) Qedma’s fraud, willful misconduct, or gross negligence; (c) breach of its obligations under Section 11 (Confidentiality) with respect to USER’s Confidential Information; or (d) other liabilities that cannot be limited by law.

9. INDEMNIFICATION
   1. Qedma Indemnification

Qedma will defend, indemnify, and hold harmless USER from third-party claims alleging that the Services (as used in compliance with this Agreement) infringe intellectual property rights (“IP Claim”). Qedma will pay damages and reasonable attorneys’ fees finally awarded or agreed to in a settlement approved by Qedma, subject to: (a) USER promptly notifying Qedma (failure to notify relieves Qedma only if materially prejudiced); (b) Qedma having sole control over defense and settlement; (c) USER cooperating at Qedma’s expense; and (d) USER not making admissions or settlements without Qedma’s consent.

2. USER Indemnification

USER will defend, indemnify, and hold harmless Qedma from claims arising from: (a) USER’s breach of this Agreement or violation of applicable laws; (b) USER’s misuse of the Services; (c) USER Data or materials submitted by USER; (d) USER’s violation of third-party rights; or (e) negligent acts or willful misconduct by USER.

3. Indemnification Procedures

For claims under Sections 9.1 or 9.2: (a) the indemnified party must promptly notify the indemnifying party (failure to notify relieves only if materially prejudiced); (b) the indemnifying party has sole control over defense and settlement, provided no settlement creating obligations for the indemnified party may be made without its consent; (c) the indemnified party shall cooperate at the indemnifying party’s expense; and (d) if the indemnifying party fails to assume defense, the indemnified party may defend at the indemnifying party’s expense.

4. Limitations on Qedma Indemnification

Qedma has no indemnification obligation for IP Claims arising from: (a) USER’s use in violation of this Agreement; (b) USER’s failure to implement updates that would have avoided infringement; (c) USER’s continued use after Qedma notified USER to cease or provided alternatives; (d) use with software, hardware, or services not provided by Qedma, or modifications by anyone other than Qedma, where infringement would not have occurred without such combination or modification; (e) USER Data; (f) Third-Party Platforms or Third-Party Components; or (g) compliance with USER’s specifications where infringement would not have occurred otherwise.

5. Remedies for IP Claims

If the Services become or are likely to become the subject of an IP Claim, Qedma may: (a) procure the right to continue using the Services; (b) replace or modify the Services to be non-infringing while maintaining substantially equivalent functionality; or (c) if (a) and (b) cannot be accomplished through commercially reasonable efforts, terminate this Agreement and refund prepaid fees on a pro-rata basis.

6. Exclusive Remedy

THIS SECTION 9 STATES USER’S SOLE AND EXCLUSIVE REMEDY AND QEDMA’S ENTIRE LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

10. TERM AND TERMINATION
    1. Term and Renewal

For Direct Purchase USERs, this Agreement becomes effective on the earlier of: (i) USER’s first access or use of the Services; or (ii) the effective date specified in the Order Form, and continues for the initial Subscription Term specified in the Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Agreement will automatically renew for successive periods of equal length.

For Platform Purchase USERs, this Agreement becomes effective upon USER’s first access or use of the Services and continues for so long as USER maintains a valid subscription or service agreement with the Third-Party Platform provider that includes access to Qedma’s Services. USER’s Subscription Term is determined by USER’s agreement with the Third-Party Platform provider. Renewal is governed by USER’s arrangement with the Third-Party Platform provider. 

2. Termination Rights
   1. Termination for Convenience: For Direct Purchase USERs, either party may terminate this Agreement at the end of any Subscription Term by providing written notice at least thirty (30) days prior to renewal. For Platform Purchase USERs, USER may terminate by discontinuing use of the Services and terminating or modifying their arrangement with the Third-Party Platform provider. Qedma may terminate upon thirty (30) days’ written notice to USER. 
   2. Termination for Cause: Either party may terminate immediately if the other party materially breaches and fails to cure within thirty (30) days after written notice, or if the other party becomes insolvent, ceases business, or files bankruptcy. For Direct Purchase USERs only, USER’s late payment is a material breach.
   3. Immediate Termination by Qedma: Qedma may terminate immediately if: (i) USER violates Section 3; (ii) USER’s use poses security risks or violates law; (iii) for Direct Purchase USERs, USER fails to pay within fifteen (15) days of notice; (iv) for Platform Purchase USERs, the Third-Party Platform provider’s arrangement with Qedma is terminated or expires; (v) required by law; or (vi) USER becomes a Sanctioned Person or operates in a Sanctioned Country.
3. Effects of Termination

Upon termination: (a) all rights to access the Services immediately end; (b) USER must cease use and destroy or return Documentation; (c) for Direct Purchase USERs, prepaid fees are non-refundable except as expressly stated in this Agreement; and (d) for Platform Purchase USERs, if the Third-Party Platform provider’s arrangement with Qedma terminates, USER should contact the Third-Party Platform provider regarding any refunds, credits, or continued access

4. Survival

The following Sections shall survive termination or expiration of this Agreement: Sections 1 (Definitions), 3 (Restrictions), 4 (Intellectual Property Rights), 5.2 (Usage Data), 7.3-7.6 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification) 10.3-10.4 (Effects of Termination and Survival), 11 (Confidentiality), and 12 (General Provisions).

11. CONFIDENTIALITY
    1. Definition

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to: (a) for Qedma: the Software (including object code), source code, algorithms, technical specifications, Documentation, pricing, Usage Data collected from USER, and business strategies; (b) for USER: business plans, proprietary information (excluding USER Data, which is governed by Section 5), and non-public information about USER’s operations; and (c) the terms and conditions of this Agreement.

2. Obligations

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; (c) use Confidential Information solely for purposes of this Agreement; (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (e) limit access to Confidential Information to employees, contractors, and agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein; and (f) promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

3. Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without confidentiality obligations; (c) is rightfully received by the Receiving Party from a third party without breach of confidentiality obligations; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in seeking protective measures.

4. Equitable Relief

The parties acknowledge that breach of this Section ‎11 may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

12. GENERAL
    1. Governing Law and Jurisdiction

The validity, interpretation, and performance of this Agreement shall be governed by: (a) if USER is incorporated in the United States, the laws of the State of New York, and disputes shall be resolved exclusively in the state or federal courts in New York, New York; (b) if USER is incorporated outside the United States, the laws of the State of Israel, and disputes shall be resolved exclusively in the courts of Tel Aviv, Israel. Each party submits to exclusive jurisdiction and waives jury trial rights to the extent legally permissible. The UN Convention on Contracts for the International Sale of Goods does not apply.

2. Entire Agreement

This Agreement, together with any Order Forms and documents incorporated by reference, constitutes the entire agreement and supersedes all prior understandings, whether written or oral.

3. Amendments

Qedma may update this Agreement with thirty (30) days’ notice. Continued use after the effective date constitutes acceptance. USER’s sole remedy for disagreement is to terminate.

4. Waiver

No waiver of any provision constitutes a waiver of any other provision or a continuing waiver. No waiver is binding unless in writing.

5. Severability

If any provision is held invalid, the remaining provisions continue in full force, and such provision shall be reformed to the minimum extent necessary to reflect the parties’ intent.

6. Force Majeure

Neither party is liable for failure or delay (except payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, governmental actions, pandemics, telecommunications failures, or Third-Party Platform disruptions.

7. Assignment

USER may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Qedma’s prior written consent. Any attempted assignment in violation of this provision shall be void. Qedma may assign or transfer this Agreement without restriction, including in connection with a merger, sale, or reorganization. This Agreement shall bind and inure to the benefit of the parties’ permitted successors and assigns.

8. Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.

9. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No other person or entity has any rights hereunder.

10. Notices

All notices under this Agreement must be in writing and shall be deemed given when: (a) delivered personally or by confirmed email; (b) sent by internationally recognized overnight courier with confirmation of delivery; or (c) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid.

Notices to Qedma should be sent to: Email: support@qedma.com

Notices to USER should be sent to the email address provided by USER in its account profile, Order Form, or as otherwise designated by USER in writing.

Either party may update its notice address by providing written notice to the other party.

11. Publicity

Qedma may identify USER by name as a USER in public USER lists or case studies unless USER opts out in writing by notifying Qedma at support@qedma.com. Any other use of names, logos, or marks requires prior written consent.

12. Interpretation

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.” The terms “herein,” “hereof,” and “hereunder” refer to this Agreement as a whole.

13. CONTACT & SUPPORT

For questions about this Agreement or support, visit https://www.qedma.com/ or email support@qedma.com

BY ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.