cloud access END USER 
AGREEMENT

‍

Right of Use

Subject to the terms of these Engagement Terms and payment in full of the applicable Subscription Fees, Q-Art grants Customer, during the Subscription Term, a limited, personal, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable right to use the Services (defined in Appendix I), to execute quantum computing circuits.

Pricing and Payment

Simulator "Subscription Fees": NONE.

See Subscription Term below for additional conditions.

Usage Monitoring

Customer's usage will be tracked and reported via Q-Art's dashboard.

Subscription Term

This Agreement begins on the Effective Date and continues for an initial term of six (6) months (the "Initial Term"). Following the Initial Term, the Parties will discuss renewal for successive six-month periods.

Notwithstanding the foregoing, Quantum Art may, at any time, provide Customer with ten (10) days' written notice of its intent to commence charging for use of the Services.

Governing Terms

This Agreement is governed by the General Terms and Conditions set forth in Appendix II and the Support Services detailed in Appendix III, which are incorporated herein by reference.

Appendix I – Q-Art's Platform (the "Platform")

The Platform is a cloud-based quantum computing service that enables customers to execute quantum algorithms and simulations through a secure, scalable infrastructure.

1.Core Components

1.1 Software Stack

• Quantum Development Kit: Native quantum programming environment – TRaQ
• Supported Languages: Qiskit, OpenQasm2.0, CUDA-Q
• Quantum Simulators: Classical simulation capabilities for circuit validation on Nvidia's DGX H100 with max 30 Qubits capability
• Optimization Tools: Quantum algorithm optimization by transpilation and compilation techniques

1.2 Access Methods

• Web Interface: Browser-based job management, billing and results collection via cloud gateway
• API Access: Cloud service API for programmatic quantum job submission and results collection
• SDK Integration: Python

2. Performance Specifications

2.1 Simulator (Nvidia DGX H100)

2.1.1 Service Levels

• Availability: As is as available
• Serviceability Limit State (SLS) target: >98% (within uptime due to maintenance)
• Queue Processing: Jobs processed based on priority queueing system
• Jobs Throughput: Up to 100 quantum jobs per customer per day
• Jobs Concurrency: Up to 100 quantum jobs per customer

2.2 Support Services – See Appendix III

Appendix II – General Terms and Conditions ("General Terms")

These General Terms are entered into by and between Quantum Art Ltd. and the Customer identified in the Agreement incorporating the terms of these General Terms (each a "Party" or together the "Parties"). Customer wishes to be granted with the right to perform Quantum Jobs (as defined below) and Q-Art is willing to provide such right to Customer, pursuant to these Engagement Terms. These Engagement Terms set forth the terms and conditions under which Q-Art will provide Customer with a subscription to the Services.

1. Definitions

"Customer Data" means all data, quantum algorithms, quantum circuits, and content submitted by Customer.

"Inputs" means quantum algorithms, quantum circuits, classical control parameters, and associated data provided by or on behalf of Customer to be executed through the Services, i.e., (i) one or more quantum circuits that describe which quantum gates to execute, (ii) input that specifies parameters for how to run a program that uses a quantum system, quantum simulator or quantum emulator, or (iii) inputs that directly or indirectly specify instructions for how the quantum circuits should be executed.

"Quantum Jobs" means computational tasks submitted for execution on the Platform by Customer.

"Results" means the output data generated by the Platform in response to a Quantum Job.

"Services" means the quantum computing services provided by Q-Art to Customer under these Engagement Terms, including: (a) access to and use of the Platform to submit and execute Quantum Jobs; (b) access to quantum processing units (QPUs) and quantum simulators; (c) use of Q-Art's software development kits, compiler, APIs, and programming interfaces; (d) receipt of Results generated by the Platform; and (e) support services as described in Appendix III.

2. The Services

2.1 Grant of Right of Use. Subject to the terms of these Engagement Terms and payment in full of the applicable Subscription Fees, Q-Art grants Customer, during the Subscription Term, a limited, personal, revocable, non-exclusive, non-transferable, non-assignable and non-sub-licensable right to use the Platform to execute quantum computing circuits (each, a "Quantum Job") by submitting Customer Inputs through Q-Art access credentials, API keys, or other access methods ("Access Protocols"), for scientific research and quantum algorithm development, educational quantum computing projects, commercial quantum application development and execution, quantum simulation and modeling, and proof-of-concept quantum computing demonstrations.

Customer specifically grants Q-Art the rights and permissions to use, provide, store, and otherwise process Customer Data, solely for: (a) providing the Services; (b) system optimization and maintenance; (c) security monitoring; and (d) compliance with legal obligations. Q-Art shall implement appropriate technical and organizational measures to protect Customer Data and shall not use Customer Data for competitive intelligence or algorithm development without express written consent.

2.2 Platform Abuse. Customer shall not circumvent usage limits, security measures, or billing systems and/or use automated tools to overwhelm quantum job queues.

2.3 Unauthorized Access. Customer shall not access quantum resources beyond allocated limits without authorization, share account credentials, or allow unauthorized platform access and/or probe, scan, or test vulnerabilities in quantum systems.

2.4 Platform Modifications. Q-Art reserves the right to modify, update, change, suspend or discontinue the Platform or any part thereof at any time. Q-Art may (but is not obligated to) notify Customer in advance of any material modifications or discontinuance, provided that no failure to notify shall limit Q-Art's rights. Customer is solely responsible for maintaining backups of its Customer Data (including Inputs and Results) and Q-Art has no obligation to backup any Customer Data. Customer shall not publish or disclose any benchmarking or performance results of the Platform or any evaluation, test, security assessment, or comparative analysis of the Platform/Services without Q-Art's prior written consent (which may be granted or withheld in Q-Art's sole discretion).

2.5 Access Protocols. Customer shall keep all Access Protocols confidential, shall not share them with any third-party, and is solely responsible for all activity conducted using Customer's Access Protocols. Customer shall promptly notify Q-Art of any suspected unauthorized access or security incident involving Access Protocols.

2.6 Acceptance of Quantum Jobs; Operational Control. Q-Art may accept, reject, pause, reschedule, throttle, or cancel any Quantum Job in its sole discretion (including for security, compliance, system integrity, maintenance/calibration, or capacity reasons). Q-Art may modify queue priorities and processing order in its sole discretion for the foregoing reasons. Q-Art will use commercially reasonable efforts to process accepted Quantum Jobs but makes no guarantee that any Quantum Job will be accepted, processed, completed, or that any Result will be produced.

2.7 Queueing; Job Scheduling. The Services operate on a priority-based queueing system with different service tiers and system-dependent capacity constraints. Customer acknowledges and agrees that Quantum Jobs may be queued and executed based on Customer's subscription tier, selected system, and current system demand. Queue wait times and execution schedules may vary and may range from minutes to several days. Q-Art makes no guarantee regarding specific queue times or execution schedules.

2.8 Data Retention and Deletion. Customer acknowledges and agrees that Q-Art may retain Customer's Quantum Jobs, circuits, job submissions, Results, and related operational data on its servers to enable Customer to retrieve Results and re-run circuits. Unless otherwise agreed in writing, Q-Art will retain such data for 90 days following execution (or attempted execution) of the applicable Quantum Job, after which Q-Art may delete such data in its sole discretion. Customer may request deletion of such data at any time by providing written notice to Q-Art, and Q-Art will use commercially reasonable efforts to comply within a reasonable time, except to the extent retention is required for legal, regulatory, security, backup, audit, or dispute-resolution purposes. Customer acknowledges that once data is deleted it cannot be recovered, and Customer remains solely responsible for maintaining its own backups of all Customer Data (including circuits, algorithms, and Results).

2.9 Data Protection.

2.9.1 Registration to the Services. In the course of providing the Services, Q-Art may collect, process and store Customer personal data (as defined under applicable data protection laws) for registration purposes, which generally includes [NAME, SURNAME, TEL., ADDRESS, EMAIL, COMPANY NAME, COMPANY SECTOR], which will be used as set forth in Q-Art's Privacy Policy and Terms of Use as published on Q-Art's website. The Parties agree that the Q-Art Privacy Policy and Terms of Use are hereunder incorporated by reference and form an integral part of these Engagement Terms.

2.9.2 Performance of Quantum Jobs. Q-Art implements technical and organizational measures designed to prevent misuse of the Services. Q-Art avoids collecting and processing any personal data in the course of performing the Quantum Jobs (other than for registration purposes). However, in the event that personal data is provided by the Customer to, or is inadvertently submitted for execution by the Quantum Jobs, Customer shall be required to promptly notify Q-Art, and it is hereby clarified that Q-Art shall not be liable for any such processing of personal data.

3. Quantum Security, Acceptable Use, and Compliance Restrictions

Quantum Cryptanalysis Prohibitions. Customer shall not use the Platform to attack, compromise, decrypt, or reverse-engineer third-party encryption, security systems, or cryptographic implementations without explicit written authorization from the affected parties. Customer is prohibited from utilizing the Platform to conduct unauthorized quantum cryptanalysis of any encryption standards, protocols, or systems, including but not limited to RSA, ECC, or other public-key cryptographic systems. Customer shall not use the Platform to provide cryptanalysis, code-breaking, or security assessment services to third parties.

3.1 Post-Quantum Cryptography Restrictions. Customer shall not use the Platform to develop, test, or deploy quantum algorithms specifically designed to exploit vulnerabilities in post-quantum cryptography standards, quantum-resistant algorithms, or next-generation cryptographic protocols without proper authorization and ethical oversight.

3.2 Cryptographic Material Prohibitions. Customer may not use the Platform to process, analyze, or manipulate: (a) cryptographic keys, digital certificates, or authentication credentials belonging to third parties without explicit permission; (b) proprietary quantum algorithms, quantum error correction codes, or quantum cryptographic protocols owned by third parties; (c) classified cryptographic materials or export-controlled quantum cryptographic technologies; or (d) any cryptographic data that could compromise the security of third-party systems or infrastructure.

3.3 Quantum Key Distribution and Communication Restrictions. Customer shall not use the Platform to engage in unauthorized quantum key distribution experiments, quantum communication interception, or quantum network probing. Any quantum cryptographic research must comply with applicable regulations and include appropriate institutional oversight.

3.4 Critical Infrastructure Protection. Customer shall not use the Platform to conduct research or activities that could undermine critical infrastructure security, compromise national security interests, financial systems, power grids, telecommunications networks, or other essential services.

3.5 Quantum Data Violations and Malicious Code. Customer shall not submit data, quantum algorithms, or quantum circuits containing malware, viruses, trojan horses, worms, malicious code, or any other computer programs designed to interrupt, destroy, or limit the functionality of the Platform, quantum hardware, quantum control systems, or any related system, computer software, hardware, or telecommunications equipment. Customer specifically shall not submit quantum algorithms designed to interfere with quantum error correction, cause intentional quantum decoherence, destabilize quantum states, or compromise the integrity of quantum computations. In addition, Customer shall not use the Platform to process personal data without proper consent and/or other lawful legal basis under applicable data protection and privacy laws, regulations, or any other compliance acts, and/or store or transmit illegal, harmful, or offensive content through quantum processing or quantum communication channels.

3.6 Quantum Weapons and Dual-Use Technology. Customer shall not use the Platform to develop, test, or research quantum weapons, offensive quantum technologies, or dual-use quantum applications without appropriate government authorization, export control compliance, and institutional oversight. Customer represents that its use of the Platform will not violate any applicable arms control, export control, or national security regulations.

3.7 Q-Art Quantum IP Protection. Customer specifically agrees not to attempt to extract, reverse-engineer, benchmark, or analyze the Platform, Q-Art's proprietary quantum algorithms, quantum hardware specifications, quantum error correction methods, quantum control systems, or any other confidential quantum technologies or intellectual property.

3.8 Responsible Quantum Security Research. In using the Platform to conduct research, Customer must: (a) include appropriate safeguards to prevent misuse or exploitation; (b) comply with responsible disclosure principles; (c) obtain proper institutional review board approval where required; (d) immediately report any discovered quantum vulnerabilities to Q-Art within 24 hours of discovery; and (e) ensure research findings are not used to enable malicious activities or compromise security infrastructure.

3.9 Quantum Security Incident Reporting. Customer agrees to immediately notify Q-Art of any security incidents, vulnerabilities discovered, or suspected malicious activities related to quantum computing. Customer shall cooperate with Q-Art's security investigations and provide all relevant information regarding potential quantum security threats or violations of this Section 3.

3.10 Usage Audits. Q-Art reserves the right to audit Customer's usage of the Platform and compliance with these Engagement Terms at any time. If Q-Art determines that Customer has breached any terms of these Engagement Terms or exceeded agreed usage limits or circumvented controls, Q-Art may invoice Customer for excess usage at the highest applicable rate and/or immediately suspend or terminate access and Customer shall have no claim, demand or cause of action arising out of or in connection with the foregoing.

4. Support

In addition to the Services, Q-Art shall provide support services to Customer during the Subscription Term by e-mail or by online meetings to Customer's technical personnel to assist Customer in using the Services, as further specified in Appendix III.

5. Ownership

5.1 Q-Art or its licensors, as applicable, shall retain and own all right, title, interest and all intellectual property rights in and to the Platform and the Services. Customer acknowledges and agrees that any feedback, suggestions, comments, improvements, modifications and other information that Customer provides to Q-Art relating to the Platform or its performance, may be used, disclosed, disseminated and/or published by Q-Art for any purpose, including incorporating it in improvements to the Platform, without obligation of any kind to Customer, including any compensation in any manner, and Customer waives any rights whatsoever in or to such information. Customer acknowledges and agrees that Q-Art may collect usage data relating to the Quantum Jobs including execution system target, error mitigation on/off, timing of execution stages, number of qubits, shots, and gates, selected API options, and related operational metrics. Notwithstanding anything to the contrary, Q-Art will own all right, title, and interest in and to that data and may use that data for any purpose including providing the Services and its technology, and troubleshooting, auditing, and improving the Services and Technology.

5.2 As between the Parties, Customer owns and retains all right, title, and interest (including all copyright and patent rights) in and to all Inputs and Results. Q-Art has no rights to any Inputs or Results other than those specifically referred to in these Engagement Terms. Q-Art and its affiliates will have, and Customer hereby grants, only a limited, non-exclusive, royalty-free, right to use the Inputs and Results solely to provide the Services.

6. Term and Termination

Either Party may terminate the Subscription Term by providing the other Party with written notice to that effect at least 30 days prior to the end of the then-current term. In addition, these Engagement Terms may be terminated by either Party on delivery of written notice of termination to the other Party, as follows:

1. immediately, if the other Party materially breaches these Engagement Terms and such breach is not capable of being cured;
2. immediately, if Customer breaches any provision of Section 3 (Quantum Security and Cryptographic Restrictions);
3. if the other Party materially breaches these Engagement Terms, such breach is capable of being cured and the breaching Party fails to cure such breach within 30 days after receipt of written notice of such breach from the non-breaching Party; or
4. if the other Party: (i) makes a general assignment for the benefit of creditors, (ii) admits in writing its inability to pay debts as they come due, (iii) voluntarily files a petition or similar document initiating any bankruptcy or reorganization proceeding, or (iv) involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding shall not have been dismissed or stayed within 60 days after such filing.

Termination of the Engagement Terms shall terminate all rights granted to Customer. Upon termination: (x) Customer will cease all use of the Services, and if applicable, will pay Q-Art any outstanding fees, and (y) Customer will not be entitled to any refunds or credits for unused Services. Upon termination or expiration of this Agreement, Q-Art has no obligation to retain Customer Data; Customer shall be solely responsible for retrieving its data prior to termination. Q-Art may, at its sole discretion, delete or destroy all Customer Data remaining on its systems, unless otherwise required by law. Q-Art shall have no liability for any loss, breach or destruction of Customer Data after termination.

7. Subscription Fees, Payment, and Taxes

Customer shall pay Q-Art the Subscription Fees in accordance with the terms and conditions specified in the Agreement. Subscription Fees are exclusive of all taxes; other than taxes on Q-Art's net income, Customer shall pay (and Q-Art shall have no liability for) any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with the Engagement Terms.

In the event that a payment by Customer is not received within 10 days of its due date, Q-Art shall be entitled to interest on the amount owing at a rate of 1.50% per month, or the highest rate allowed by applicable law, whichever is less, from the due date of payment until the date of actual receipt by Q-Art. In addition, in the event of a late payment, Q-Art may suspend, delay or cancel any of the Services until such payment is made in full and Customer shall have no claim, demand or cause of action arising out of or in connection with the foregoing.

Subscription Fees are non-refundable and expire at the end of the Subscription Term; unused Services do not roll over.

8. Confidentiality

In connection with these Engagement Terms, each Party (a "Disclosing Party") has provided or may provide Confidential Information to the other Party (a "Receiving Party"). Except as set forth below, "Confidential Information" means all non-public, confidential or proprietary information of or about Disclosing Party that is received by Receiving Party which relates to Disclosing Party's technology, Customer Data, intellectual property, know-how, business, products, services, or other information which should be reasonably understood by Receiving Party as the confidential or proprietary information of Disclosing Party.

These Engagement Terms are the Confidential Information of Q-Art. The Platform, Services and associated technology, documentation, and all non-public performance, pricing, and security information relating thereto are Confidential Information of Q-Art.

Confidential Information will not include any information that Receiving Party can document: (a) is or becomes generally known to the public without fault of Receiving Party; (b) was in its possession or known by it without any obligation of confidentiality prior to receipt pursuant to these Engagement Terms; (c) is independently developed by Receiving Party without use of or reference to the Confidential Information; (d) is rightfully obtained by Receiving Party from a third-party without any obligation of confidentiality to Disclosing Party; or (e) is required for a Party for regulatory compliance purposes, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permissible) and reasonably cooperates to limit the scope of such disclosure.

8.1 Receiving Party's Obligations. Receiving Party will hold Disclosing Party's Confidential Information in strictest confidence and may not use or disclose Disclosing Party's Confidential Information, except as expressly permitted herein, without the prior written consent of Disclosing Party. Notwithstanding the foregoing, Q-Art may disclose Customer's Confidential Information to its affiliates, contractors, and professional advisors who are either subject to confidentiality obligations at least as restrictive as those set forth herein or statutory privilege.

8.2 Confidentiality Period; Return of Confidential Information; Remedies. The confidentiality obligations with respect to any disclosure made on or after the Effective Date will survive and continue for a period of 5 years after the Subscription Term terminates, except that the obligations with respect to Confidential Information constituting a trade secret shall survive for so long as such information remains a trade secret under applicable law.

Immediately upon either the written request by Disclosing Party at any time or the termination of the Subscription Term, Receiving Party shall cease all use of and return to Disclosing Party all copies or extracts of Disclosing Party's Confidential Information, in any medium, or certify, in writing by an authorized officer of Receiving Party, the destruction of the same.

Receiving Party acknowledges and agrees that due to the unique nature of Disclosing Party's Confidential Information, there can be no adequate remedy at law for any breach of its confidentiality obligations, that any such breach may allow Receiving Party or third parties to compete unfairly with Disclosing Party resulting in irreparable harm to Disclosing Party and, therefore, that upon any such breach or any threat of breach of confidentiality, Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. Receiving Party will notify Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware.

9. Indemnification

9.1 Q-Art will defend, indemnify and hold harmless Customer or its officers, directors, employees or agents from any and all losses, damages, costs and expenses including reasonable attorneys' fees to the extent that they are based on a claim that the Services, when used in accordance with the terms of these Engagement Terms, infringes any patent, copyright or trademark of a third-party (a "Claim"). Following notice of a Claim or upon facts which in Q-Art's sole opinion are likely to give rise to such Claim, Q-Art shall, in its sole discretion and at its sole option, elect to (a) procure for Customer the right to continue to use the Services, at no additional cost to Customer, (b) replace the Services so that they become non-infringing, but functionally substantially equivalent, (c) modify the Services to avoid the alleged infringement in a manner so that they remain functionally substantially equivalent, or (d) terminate the Engagement Terms.

Customer shall have no right to set off or withhold payments otherwise due to Q-Art to satisfy any indemnification obligation. Q-Art's indemnification obligations are subject to the conditions that: (i) Customer promptly notifies Q-Art in writing of any Claim, (ii) Q-Art has sole control over the defense and settlement of the Claim, and (iii) Customer provides reasonable cooperation at Q-Art's expense. Q-Art shall not be liable for any settlement entered into by Customer without Q-Art's prior written consent.

9.2 Futhermore, Q-Art's indemnification obligations herein shall not apply to the extent that any Claim arises from or in connection with (a) alterations, modifications, revisions, adjustments or adaptations made by Customer or any third-party; (b) Customer's use of the Platform or Services (i) in a manner not reasonably anticipated by Q-Art or (ii) not strictly in accordance with these Engagement Terms, Q-Art's written instructions, or related documentation; (c) any combination, operation, use or interfacing of the Services with any program, system, content, hardware, software, equipment, component, process or other materials not supplied by Q-Art; (d) where Customer continues the allegedly infringing activity after being notified thereof; (e) Customer Data, including any algorithms, circuits, models, input datasets, source code, specifications, or problem sets provided, selected, or specified by Customer; (f) compliance with designs, specifications, requirements or standards imposed by Customer or by any governmental, regulatory or industry body; (g) any open-source or third-party software, libraries, or toolkits not developed by Q-Art, or any third-party quantum or classical hardware, processors, or cloud services not controlled by Q-Art; (h) use of any Services provided on a trial, evaluation, proof-of-concept, or beta basis, or otherwise free of charge; (i) Customer's failure to use the most current version, release, update or patch of the Platform made available by Q-Art, if the claim would have been avoided by such use; (j) the use or application of the outputs, results or deliverables of the Services in Customer's business processes, products or services; (k) any attempt to decrypt, defeat, or circumvent encryption, authentication, or other security system; or (l) where the use of the Services is incidental to an infringement not resulting primarily from the Platform.

9.3 Customer will defend, indemnify, and hold harmless Q-Art, its affiliates and their respective officers, directors, agents and employees from any and all losses, damages, costs and expenses including reasonable attorneys' fees relating to or arising out of (a) a breach of these Engagement Terms by the Customer or any person acting on its behalf; (b) misuse of the Services; (c) a claim that Customer Data, Customer's Input, Customer's use of Results, or Customer's quantum algorithms infringe any third-party patent, copyright, trademark, or trade secret; (d) breach of applicable export, data protection or privacy laws; or (e) Customer's use of the Services in violation of applicable law.

9.4 The indemnification obligations hereunder shall survive the termination or expiration of the Agreement.

10. Compliance

Export laws and regulations of the United States, Israel and any other relevant local export laws and regulations may apply to the Services. Customer agrees that such export control laws and regulations govern its use of the Services and any deliverables provided under these Engagement Terms and undertakes to comply with all such export laws and regulations. Customer agrees that no data, information, software, programs and/or materials relating to the Services, will be exported in violation of such laws and regulations. Customer agrees to comply with all quantum computing research restrictions and national security requirements.

11. Unlawful Practices

Customer shall, and shall procure that its affiliates and their respective officers, partners, service providers, contractors, subcontractors, employees, personnel, agents, advisors and/or other persons or entities associated with it at all times, comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption and will not take any action or fail to take any action that would cause Q-Art or any of its affiliates or its customers/clients to fail to comply with any applicable law (including, without limitation, the Israeli Penal Law, the Prevention of Corruption Act, 1988; Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq. and U.K. Bribery Act of 2010).

12. Representations and Warranties

Each Party represents and warrants that: (a) the execution and performance of these Engagement Terms does not conflict with any contractual or legal obligations it has; and (b) it shall comply with applicable law. Q-Art further represents and warrants that the Services will materially function in accordance with their specifications in the Engagement Terms.

13. Disclaimers

Customer acknowledges that the Services are provided on an "as-is" and "as available" basis and without warranty of any kind, except as expressly provided in these Engagement Terms. Customer further acknowledges that the Services and underlying quantum technology are experimental in nature and Q-Art does not warrant that any Quantum Job will be accepted, accepted as submitted, executed at any particular time, completed, or will produce any particular result.

To the maximum extent permitted by applicable law, Q-Art disclaims all other representations, warranties, terms and conditions, whether express or implied, regarding the Platform, the Services, related documentation or information, and other materials and services, and specifically disclaims the implied warranties of merchantability or fitness for a particular purpose, accuracy, availability, security, compatibility, completeness, lack of negligence, satisfactory quality, merchantable quality, non-infringement and those arising from course of performance, dealing, usage or trade, quantum coherence duration or stability, specific quantum error rates or correction performance, future scalability or technology improvements, reproducibility of quantum computational results. Q-Art does not warrant that the functions contained in the Platform or Services will meet the requirements of Customer or that the operation of the Services will be uninterrupted or error free, free from other program limitations or will meet Customer's specific requirements. Q-Art may apply compilation, optimization, scheduling, calibration, and error-mitigation techniques in connection with processing Quantum Jobs.

14. Limitation of Liability

Q-Art provides no warranty regarding any use of the Services not in accordance with these Engagement Terms or for purposes not intended by Q-Art and not specifically permitted by these Engagement Terms. Except for liability arising from willful misconduct, in no event shall either Party or its affiliates or any of their respective directors, officers, employees, or agents be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or any penalties, claims for lost data, revenue, profits or goodwill, costs of procurement or substitute goods or services or business opportunities, arising out of these Engagement Terms or any addendum thereto, under any cause of action or theory of liability, whether in contract or in tort including negligence, even if advised of such damages.

To the maximum extent permitted by applicable law, in no event shall either Party's maximum and aggregate liability hereunder for any cause of action or theory of liability exceed the amounts paid by Customer to Q-Art hereunder during the preceding 6-month period prior to the date the cause of action arose. In no event shall Q-Art be liable for research delays due to the Platform's performance and/or data loss from quantum decoherence, including any loss or corruption of Customer Data.

Notwithstanding the foregoing, the limitations of liability set forth herein shall not apply to: (a) either Party's indemnification obligations under Section 9; (b) breaches of confidentiality obligations under Section 8; (c) willful misconduct or fraud by either Party; (d) Customer's payment obligations under Section 7.

15. Miscellaneous

15.1 Relationship. These Engagement Terms are not intended to create, nor should they be construed as creating, an agency, joint venture, partnership or similar relationship between the Parties. Q-Art will act solely as an independent contractor of Customer and neither Party shall have the right to act for or bind the other Party in any way or to represent that the other Party is in any way responsible for any acts or omissions of such Party.

15.2 Use of Name. Q-Art may use Customer's name, logo, trademark or any trade name and a general description of the Services on its website or in any marketing materials, case studies and communications with investors and potential investors, subject to Customer's prior written consent, which consent shall not be unreasonably withheld or delayed.

15.3 Successors and Assigns. These Engagement Terms shall bind and inure to the benefit of each Party's permitted successors and assigns. Q-Art may assign any of its rights or obligations without prior written consent of Customer in the event of a merger or the sale of Q-Art's business or substantially all of Q-Art's assets or voting stock, all without the consent of Customer, upon providing notice to Customer. Any attempt to assign the Engagement Terms by Customer without prior written consent of Q-Art will be null and void.

15.4 Governing Law and Arbitration. These Engagement Terms shall be interpreted in accordance with, and governed in all respects by, the laws of Israel (without giving effect to its conflict of laws rules). Any dispute, controversy, difference, or claim, whether contractual or non-contractual, arising under, out of, or in connection with this Agreement, shall be exclusively and finally resolved under the Rules of Arbitration of the International Court of Arbitration of the International Chamber of Commerce (the "Arbitration") effective at the date of the commencement of the arbitration (respectively, "ICC" and the "Rules"). The Arbitration shall be heard before and resolved by a sole arbitrator who shall be appointed pursuant to the Rules (the "Arbitrator"). The language of the arbitration shall be English. The legal seat or place of the arbitration shall be Tel Aviv, Israel. All hearings and proceedings in the Arbitration shall be conducted by video conferencing, with the Parties, arbitrator, witnesses, and any other participants appearing remotely, unless otherwise agreed by the Parties in writing. Any arbitral award rendered in Arbitration may be enforced and entered into judgment through the courts or other relevant authorities in any country or jurisdiction. Notwithstanding anything to the contrary herein, Q-Art may seek injunctive or equitable relief in any court of competent jurisdiction.

15.5 Force Majeure. With the exception of payment obligations, neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God; natural disasters including earthquakes, floods, hurricanes, typhoons, tornadoes, and wildfires; epidemics, pandemics, or outbreaks of disease; acts of war, terrorism, riots, civil unrest, rebellion, or sabotage; quantum hardware failures, supply disruptions, government actions, orders, or restrictions; strikes or labor disputes (excluding those involving a Party's own workforce); critical equipment failure; supply chain failures; cyber-attacks; interruption or failure of utility services including electricity, gas, water, or telecommunications; and any other similar events.

15.6 Severability and Waiver. If any provision of the Engagement Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties and the remainder of the Engagement Terms will remain in full force and effect. Neither Party will be deemed to have waived any of its rights under the Engagement Terms by lapse of time or by any statement or representation other than by an explicit written waiver. No waiver of a breach of the Engagement Terms will constitute a waiver of any prior or subsequent breach of the Engagement Terms.

15.7 Construction; Integration; and Modification. These Engagement Terms will not be construed in favor of or against either Party by reason of authorship. These Engagement Terms constitute the entire agreement between the Parties and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. These Engagement Terms may only be modified or amended if such amendment is made in writing and signed by duly authorized representatives of both Parties.

15.8 Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if: (a) personally delivered to the address in Appendix I, upon receipt; (b) sent by e-mail (and if to Q-Art, also to support@Quantum-Art.tech), on the first business day following transmission; or (c) sent by registered mail upon delivery and only if sent to the address detailed in the Agreement.

15.9 Survival. All provisions of these Engagement Terms that are by their nature intended to survive the expiration or termination of these Engagement Terms, including without limitation, obligations with respect to indemnification, confidentiality, and proprietary rights, shall survive such expiration or termination.

Appendix III – Support Services

1. Overview

Q-Art will provide support services to Customer during the Subscription Term as described in this Appendix III (the "Support Services"). Support Services are intended to assist Customer's technical personnel in using the Services and addressing incidents affecting access to or use of the Services.

2. Support Hours and Channels

Hours. Q-Art will make support available from 08:00 to 20:00 Israel time, 7 days a week.

Channels. Support will be provided via phone and/or other remote channels designated by Q-Art (including email and online meetings, as applicable).

Scope. Support includes (a) remote troubleshooting, (b) guidance enabling Customer to perform self-fix actions (as instructed by Q-Art), and (c) remote fixes, primarily for software-related issues.

3. Exclusions

Support Services do not include (a) issues caused by Customer's misuse or unauthorized modification, configuration, or integration; (b) use not in accordance with documentation or the Agreement; (c) third-party products or services not provided by Q-Art; or (d) issues caused by factors outside Q-Art's reasonable control (including internet/telecom outages and force majeure events).

4. Customer Cooperation

Customer will provide timely access to relevant personnel, information, logs, and systems reasonably requested by Q-Art to diagnose and resolve issues and will follow reasonable instructions provided by Q-Art in connection with troubleshooting and remediation.

5. Additional Support

US$250.00 per hour, subject to written agreement between the Parties.

6. Documentation

Comprehensive API and SDKs documentation with standard quantum programming guides.

‍

‍