---
title: "GENERAL TERMS AND CONDITIONS"
date: "2026-06-15T18:17:10+00:00"
url: "https://www.quantum-machines.co/general-terms-and-conditions/"
description: "PLEASE READ CAREFULLY THESE GENERAL TERMS AND CONDITIONS BEFORE INSTALLING, ACCESSING, OR USING THE SOLUTION"
---

# GENERAL TERMS AND CONDITIONS

 ![background](https://www.quantum-machines.co/wp-content/uploads/2026/06/Frame-118-Photoroom.webp)# GENERAL TERMS AND CONDITIONS

PLEASE READ CAREFULLY THESE TERMS OF SALE AND END USER LICENSE TERMS (TOGETHER, THE “**TERMS**”) BEFORE INSTALLING, ACCESSING, OR USING THE SOLUTION (AS DEFINED BELOW) INCLUDING ANY SOFTWARE OR HARDWARE THEREIN, PROVIDED TO YOU (“**USER**”, “**YOU**”) BY QM (AS DEFINED BELOW) IN ACCORDANCE WITH A MUTUALLY EXECUTED QUOTE, PURCHASE ORDER OR OTHER ORDERING DOCUMENT (THE “**QUOTE**”). BY EXECUTING A QUOTE, INSTALLING, HAVING INSTALLED, CONTROLLING, ACCESSING, 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. **YOU MAY NOT INSTALL, DEPLOY, CONTROL, ACCESS, OR USE THE SOLUTION IN ANY MANNER BEFORE YOU HAVE ACCEPTED THESE TERMS**. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION THAT REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. THESE TERMS ARE MADE BETWEEN YOU AND QM TECHNOLOGIES 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 THE USE OF THE SOLUTION AND RELATED SERVICES, AND FOR ANY USE OF THE SOLUTION NOT IN ACCORDANCE WITH THE TERMS HEREOF OR AS CONTEMPLATED HEREUNDER.

THE PARTIES AGREE THAT UNLESS EXPRESSLY AND SPECIFICALLY AGREED TO IN WRITING BY QM , NO OTHER “**CLICK THROGH**”, “**CLICK WRAP**”, TERMS AND CONDITIONS OR OTHER STANDARD TERMS (INCLUDING WITHOUT LIMITATION CUSTOEMRS’ PURCHASE TERMS INCLUDING AS REFRESED IN A QUOTE, OR ORDER), SHALL HAVE ANY FORCE OR EFFECT WITH RESPECT TO THE SOLUTION, THE USE THEREOF AND QM’S RIGHTS, RESPONSIBILITIES AND LIABILITIES, AND IN THE EVENT OF CONFLICT BETWEEN THESE TERMS AND THE PROVISIONS OF ANY SUCH OTHER INSTRUMNETS, THESE TERMS SHALL PREVAIL.

**TERMS OF SALE**

**1 PURCHASE OF LICENSE TO THE SOLUTION**
Upon payment of due Fees (as defined below), QM shall provide you the Solution (as listed in the Quote) in accordance with the QM’S Terms of Sale and End User License Terms provided hereto and as further provided for in the Quote, and if applicable, dedicated terms for certain QM’s Software. The Hardware component of the Solution is being sold and the Software component of the Solution is being licensed and not sold.

**2 FEES AND PAYMENT TERMS**
In consideration for your purchase of the Solution, you shall pay QM the fees stated in the Quote (the “Fees”). All due Fees shall be paid by wire transfer to QM’s designated bank account. All Fees shall be non-cancellable, and the sums paid non-refundable, except as specifically described under Schedule A (Hardware Warranty). All Fees not paid within 30 days as of the issuance of an invoice by QM will be subject to the lower of: (i) a monthly interest of 1%; or (ii) the maximum interest rate permitted by law.

**3 TAXES**
Unless stated otherwise in the Quote, all Fees are exclusive of VAT and/or any other applicable sales, use, or other similar taxes imposed on the sale of goods and services (other than QM’s income tax), and you shall be the sole responsible for the payments of any and all VAT, customs duties and tariffs imposed by any governmental authority on the purchase of the Solution, or upon the Fees made by User under these terms.

**4 DELIVERY, RETURNS, AND EXPORT**

4.1 The Hardware components of the Solution (as defined in the EULA) are shipped EXW, QM’s facilities (either Denmark or Israel, per the relevant country of origin of the applicable products) (Incoterms 2020) to User facilities unless stated otherwise in the Quote.

4.2 The Solution is non-returnable except as provided in Schedule A (Hardware Warranty).

4.3 You acknowledge that the Solution may be subject to applicable export jurisdiction and to any other applicable laws and regulations concerning the transfer of the Solution or any part thereof across international borders. You will collaborate with QM as needed with any procedure required for the obtaining of such export license, including any applicable end-user declaration. You will comply with all applicable national and international laws that apply to your use of the Solution, including the United States Export Administration Regulations, as well as end-use, and destination restrictions that may be issued by the United States and other governments from time to time. In the event of a refusal by any governmental authority to provide such export license, QM may terminate the Quote (either partially or in whole) by providing a written notice, and in such case, QM shall provide a refund for pre-paid fees with respect to the part terminated. Any lead times and/or expected delivery time is subject to the grant of an export license, and in case of delays obtaining such export license, QM shall update the expected delivery time and/or the applicable lead time.

**END USER LICENSE TERMS**

**1 DEFINITIONS**

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 another entity or other comparable equity with respect to an entity other than a company.

1.2 “**Documentation**” means 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, provided with and/or incorporated into the Solution, or as a separate component, as detailed in the Quote.

1.5 “**Hardware**” shall mean QM’s proprietary hardware, provided with and/or incorporated into the Solution, as detailed in the Quote.

1.6 “**Solution**” shall mean QM’s proprietary quantum control and operation device, including all Software and Hardware therein, as detailed in the applicable quote these Terms refer to.

**2 LICENSE RIGHTS; RESTRICTIONS**

2.1 **License**. QM grants you, subject to full compliance with these Terms, a limited, non-exclusive, non-transferable, non-sublicensable, for the lifetime of the Solution (unless otherwise expressly limited under these Terms or in the quote, and please note dedicated terms to certain QM’s Software) license to:

2.1.1 use, access, and operate the Solution as provided, solely for your internal use and not for any further commercialization or provision of the Solution to any third party (“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 use of the Solution as permitted hereunder 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 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; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code or designs or otherwise discover the underlying Intellectual Property (as defined below) or technology of the Solution or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Solution and/or the Documentation; (e) bundle, integrate, or attempt to integrate with the Solution, any third-party software technology other than as expressly permitted in writing by QM (including through the Documentation); and other than for your internal use (f) use the Solution for any benchmarking to be publicly published or for competing development activities, or (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.

2.2.2 Without derogating from the foregoing, you shall take 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 any of your Affiliates, your personnel, or your Affiliates’ personnel, and for any other 3rd parties as if performed by you.

2.3 **Pre-Release (Beta) Products**. In addition to the Solution, and pursuant to QM’s express consent and/or request, QM may make available to you beta or pre-release versions of its other products and services (“Pre-Release Products”). You acknowledge that the Pre-Release Products (i) are not at the level of performance or compatibility of final, generally available products; (ii) may not operate correctly; (iii) may be further developed and modified before being made generally available; (iv) may not be made for general release, and (v) should not be used in a commercial production environment.

2.4 **Marks and Use of Name**. These Terms do not grant you any rights to QM’s trademarks or service marks.

2.5 **Third-Party Components**. BY ACCEPTING THESE TERMS, 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.

**3 WARRANTIES; MAINTENANCE AND SUPPORT; DISCLAIMERS**

3.1 Unless otherwise required by applicable law, QM warrants solely for your benefit (not be extended or passed-through to any other person or entity), that each of the Software and the Hardware in the Solution shall perform substantially in accordance with the relevant specifications set forth in the Documentation and these Terms for a period of twelve (12) months following the date of delivery of the Solution by QM (the “**Warranty Period**“) subject, with respect to the Hardware, to QM’s standard limited warranty provided under **Schedule A** hereto. The Hardware Warranty Period could be extended by the purchase of warranty extensions, offered and sold at QM’s discretion

3.2 Free of additional charge (but subject to payment of the Solution Fees), and during the Warranty Period, QM shall make reasonable commercial efforts to provide standard support and maintenance services in QM’s normal business hours and certain Software updates which may include bug fixes, and enhanced features and application support which are made generally available by QM. QM may offer additional premium support services subject to applicable fees at its discretion. QM’s standard support services may require you to provide QM with certain information relevant to your use of the Solution, and/or to grant QM remote or local access to your network and systems in order to allow QM to provide such support services. Granting QM with such certain information and/or access to your network and/or systems for support services is in your sole control and discretion; you acknowledge that if you choose not to grant QM with such certain information and/or access, QM shall not be liable for any failure to provide, or any damage may accrue in connection with the support services and/or any premium support service you may choose to acquire. When providing QM with information, as described in this Section 3.2, you represent and warrant that such information is limited to technical information regarding the Solution, and under no circumstances such information will contain any personal and/or sensitive information of you or anyone on your behalf.

3.3 QM’s warranty under Section 3.1 above will not apply 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 prior written approval; or (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; or (iii) abused, mishandled, misused or otherwise used not in accordance with the Documentation and specification provided to you, and/or these Terms; or (iv) was not fully paid for.

3.4 All Pre-Release Products are provided by QM for evaluation purposes only and on an “AS AS” basis, without warranty or liability of any kind, for use at your own risk. QM may, at its sole discretion, use reasonable efforts to resolve issues identified in Pre-Release Products.

3.5 Unless otherwise indicated in the Quote, the hardware Warranty and standard support services do not include, any consulting, configuration, integration, customization, or other services (“**Professional Services**”) with respect to the Solution. If you desire to commission from QM such Professional Services with respect to the Solution, such Professional Services shall be subject to and governed by a separate and duly executed Quote and/or Terms by and between you and QM.

3.6 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, 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 THE 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 THESE TERMS IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY CONTAINED IN THESE TERMS.

**4 PROPRIETARY RIGHTS**

4.1 You agree and acknowledge that, as between you and QM, QM is and shall remain the sole and exclusive owner of any and all Intellectual Property rights in or pertaining 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 your use of the Solution or from the information you provide to QM in connection with the Solution. Subject to the foregoing, QM shall have no claims and/or demands for any information generated by you and resulting from your use of the Solution for its intended use and in accordance with these Terms.

4.2 In the event You provide QM with any suggestions, comments or other feedback (“Feedback”) relating to the Solution or any part thereof, such Feedback shall become the sole and exclusive property of QM, and User hereby irrevocably assigns to QM all of its right, title and interest in and to such Feedback.

4.3 Any and all information and data uploaded to the Solution by User, or otherwise generated by User as a result of its regular use (“User Data”), is owned by User and QM. You hereby grants QM a perpetual right to use any User Data on an aggregated, statistical, or anonymized basis for purposes of developing and enhancing the Solution, all provided that such use shall not identify User nor any individual. Additionally, and unless you notify QM in writing that you wish to opt out, you acknowledge that QM may be collecting, using, storing, processing and analyzing (collectively, “Collecting”) diagnostic, technical, and usage logs and other information from the Solution including from Your use thereof (“Usage Data”), in order for QM to provide you the Solution and perform related services and for QM to test and improve their products and services. Usage Data will be Collected in a form that does not personally identify User or any of its clients or suppliers.

4.4 “**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 under these Terms.

**5 INDEMNIFICATION.**

5.1 QM shall indemnify and hold you and your respective officers, directors, employees, and successors and permitted assigns (“**Indemnified Parties**”) harmless from and against any costs and damages finally awarded against the Indemnified Parties by a competent court in a final judgment, as a result of your use of the Solution according to these Terms, and defend the Indemnified Parties against, any third party claim that the Solution, or any portion thereof, directly infringes such third party’s Intellectual Property rights. Such obligation is subject to (i) the Indemnified Parties promptly notifying QM in writing of any such claim; (ii) QM having the ability to assume sole control of the defense and/or settlement of such claim; (iii) the Indemnified Parties furnishing to QM, on request, all reasonable information available to the Indemnified Parties for such defense; and (iv) the Indemnified Parties not admitting fault with respect to any such claim and/or making any payments or concessions with respect to such claim without the prior written consent of QM. QM shall keep the Indemnified Parties duly informed in connection with the litigation and/or settlement negotiations.

5.2 Should the Solution, or any part thereof, become, or in QM’s opinion be likely to become, the subject of any infringement claim as specified in Section ‎5.1 to the End User License Terms, then QM will, at its own option and expense either: (i) procure the right to continue using the Solution without infringement; or (ii) replace or modify the Solution without non-negligibly reducing its functionality, so that it becomes non-infringing.

5.3 Notwithstanding the foregoing, QM shall have no liability for any claim of infringement which results from (a) the use of the Solution or any part thereof in violation of any provision of these Terms including the Documentation; or (b) your failure to install changes, revisions or new releases as instructed or provided by QM at no cost; or (c) use of a combination of the Solution or any part thereof with other products, equipment, or software not provided or approved in writing for such use under the Documentation or by QM; or (d) modifications of the Solution not made by QM or without QM’s prior written consent.

5.4 This Section 5 states the sole and exclusive remedy of the Indemnified Parties and the entire liability of QM with respect to infringement claims involving the Solution or any part or use thereof, and QM shall have no additional liability with respect to any alleged or proven infringement.

**6 LIMITATION OF LIABILITY.** IN NO EVENT WILL QM, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDER, AND EMPLOYEES’ (“**QM’S PARTIES**”) AGGREGATE LIABILITY 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 THESE TERMS MAY BE BROUGHT AGAINST QM MORE THAN TWELVE (12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF THESE TERMS.

**7 TERM AND TERMINATION.** You will have the rights set forth herein during the period you are allowed to use the Solution, and as long as you comply with these Terms. These Terms 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, 2.4, 2.5, 4, 6, 7, and 8 of these End User License Terms, will survive any termination or expiration of these Terms.

**8 GENERAL**

8.1 **Severability**. In the event any provision or part of these Terms 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 these Terms 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 Terms**. These Terms supersede all previous agreements, communications 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.

8.4 **Governing Law**. The validity, interpretation, and performance of these Terms shall be controlled by and construed under the laws of the State of Israel as if performed wholly within Israel 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, Israel.

\[End of Terms\]

**Schedule A – Hardware Warranty**

1 In the event that the Hardware has a defect in material or workmanship (“**Defect**”), QM, at its sole obligation and liability, shall, at its option (i) repair the Hardware by remote access; or (ii) supply a permanent or temporary replacement Hardware; and/or (iii) request return of the defective Hardware to its premises for repair, all provided that (i) the Hardware was used in the manner for which it was designed in accordance with the Documentation specifications, information, user documentation or materials provided or made available or published by QM, becomes defective and you notified QM of such Defect promptly after knowing of said Defect. If neither of the three foregoing options is reasonably available, at QM’s discretion, QM shall refund you with the purchase price paid for the Solution and you shall return the defective Solution to QM, at QM’s pre-approved cost. All returned Solutions that are replaced will become the property of QM.

2 You will be required to enable QM to have remote access to the Hardware via a high-speed internet connection for QM to diagnose the Defect. If an internet connection is available, but QM is not able to connect to a Solution due to a Defect, QM may either at its choice: (i) authorize a return or replacement of the Solution, or (ii) send its personnel to your site/premises at its cost and expense to further diagnose the Defect. You will cooperate with QM as reasonably requested by it to implement other means of remotely diagnosing the Defect to the extent applicable.

3 The Warranty period could be extended by the purchase of warranty extensions offered and sold at QM’s discretion, for additional periods of one (1) year each, subject to the written approval of QM. QM’s warranty hereunder is a one-time warranty and does not restart upon the provision of any updates, upgrades, or new releases of the Solution or any part thereof.

4 Defective Hardware in accordance with the standard warranty may only be returned to QM after obtaining an RMA (Return Material Authorization) from QM in writing, in secure packaging, freight, and shipment pre-paid as instructed by QM within thirty (30) days of such notice, unless otherwise instructed by QM