Please read this Agreement carefully. This Agreement provides for the rights and responsibilities of both Bitdeer Semiconductor Sales PTE. LTD. (“Bitdeer” or “Seller”) and you (“Purchaser”) regarding your purchase of certain mining rigs and accessories from Bitdeer. By clicking “purchase” or “agree” (or wording with similar meaning), you agree to be bound by the terms and conditions set forth in this Agreement, the Terms and Conditions and the Privacy Policy of the Website. If you do not agree to any term of the Agreement, the Terms and Conditions and the Privacy Policy of the Website, or have any doubts over any term therein, please refrain from clicking “purchase” or “agree” (or wording with similar meaning) and refrain from placing an Order with Bitdeer on the Website. Seller and Purchaser shall hereinafter collectively be referred to as the “Parties”, and individually as a “Party”. Seller is willing to sell, and Purchaser is willing to purchase Seller’s Products (as defined herein) in accordance with the terms and conditions of this Agreement. The Parties hereto agree as follows: IMPORTANT RISK DISCLOSURE: SELLER RESERVES THE RIGHT TO AMEND THE TERMS OF THIS AGREEMENT AT ANY TIME AND AT ITS SOLE DISCRETION, WITH OR WITHOUT PRIOR NOTICE TO PURCHASER. SELLER MAY EXERCISE THIS RIGHT BY POSTING THE AMENDED TERMS ON THE WEBSITE OR BY ANY OTHER MEANS OF NOTIFICATION IT DEEMS APPROPRIATE. IT IS PURCHASER'S RESPONSIBILITY TO PERIODICALLY REVIEW THE AGREEMENT FOR ANY AMENDMENTS OR UPDATES. PURCHASER SHOULD CHECK THE AGREEMENT REGULARLY TO ENSURE THEY ARE AWARE OF ANY CHANGES THAT MAY AFFECT THEIR RIGHTS AND OBLIGATIONS. PURCHASER'S PLACEMENT OF ANY ORDER AFTER THE EFFECTIVE DATE OF ANY AMENDMENT TO THIS AGREEMENT SHALL CONSTITUTE PURCHASER'S ACCEPTANCE OF SUCH AMENDMENT AND AGREEMENT TO BE BOUND BY THE TERMS OF THE AMENDED AGREEMENT. IF PURCHASER DOES NOT AGREE WITH THE AMENDED TERMS, PURCHASER'S SOLE RECOURSE IS TO CEASE PLACING ORDERS UNDER THIS AGREEMENT. PURCHASER HEREBY UNDERSTANDS AND ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH MINING, HOLDING, TRADING, AND INVESTING IN CRYPTOCURRENCY AND RELATED PRODUCTS. PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT PURCHASING CRYPTOCURRENCY MINING RIGS COMES WITH RISKS, INCLUDING BUT NOT LIMITED TO: (1) VOLATILITY OF CRYPTOCURRENCY PRICES: THE PROFITABILITY OF CRYPTOCURRENCY MINING CAN VARY GREATLY DEPENDING ON THE PRICE OF CRYPTOCURRENCIES. IF PRICES DROP SIGNIFICANTLY, MINER’S RETURN ON INVESTMENT MAY NOT BE AS EXPECTED. (2) MINING DIFFICULTY: AS MORE MINERS JOIN THE CRYPTOCURRENCY NETWORK, THE DIFFICULTY OF CRYPTOCURRENCY MINING INCREASES, WHICH CAN IMPACT EACH MINER’S MINING REWARDS. (3) HARDWARE DEPRECIATION: JUST LIKE ANY OTHER ELECTRONIC EQUIPMENT, MINING RIGS CAN DEPRECIATE IN VALUE OVER TIME. AS NEWER, MORE EFFICIENT MODELS ARE RELEASED, OLDER MINING RIGS MAY BECOME LESS PROFITABLE OR OBSOLETE. (4) ELECTRICITY COSTS: MINING REQUIRES A SIGNIFICANT AMOUNT OF ELECTRICITY. IF A MINER IS IN AN AREA WITH HIGH ELECTRICITY COSTS, THIS CAN EAT INTO THE MINER’S PROFITS OR EVEN MAKE CRYPTOCURRENCY MINING UNPROFITABLE. (5) MAINTENANCE AND OPERATIONAL COSTS: MINING RIGS WILL INCUR REGULAR MAINTENANCE AND OPERATIONAL COSTS. IF NOT PROPERLY MANAGED, THESE ONGOING EXPENSES CAN IMPACT THE MINER’S PROFITABILITY. (6) REGULATORY CHANGES: CRYPTOCURRENCY MINING IS SUBJECT TO CHANGING REGULATIONS IN DIFFERENT COUNTRIES. UNCERTAIN OR STRICT REGULATIONS COULD AFFECT A MINER’S ABILITY TO MINE PROFITABLY. PURCHASER HEREBY REPRESENTS THAT IT HAS EXERCISED CAUTION, RESEARCHED THOROUGHLY, AND CONSIDERED THE RISKS INCLUDING THOSE LISTED ABOVE (THE LIST IS NOT EXHASTIVE) BEFORE PURCHASING THE PRODUCTS HEREUNDER. PURCHASER UNDERSTANDS THAT ANY INFORMATION PROVIDED BY BITDEER ON THE WEBSITE AND/OR PROMOTIONAL MATERIALS (IF ANY) IS FOR REFERENCE PURPOSES ONLY AND SHOULD NOT BE CONSIDERED AS GUARANTEED OR INDICATIVE OF FUTURE PERFORMANCE. ACTUAL RETURNS OF THE PRODUCTS MAY VARY BASED ON CRYPTO MARKET CONDITIONS, ELECTRICITY COSTS, MINING DIFFICULTIES, AND OTHER FACTORS BEYOND BITDEER’S CONTROL. 1. Definitions and Interpretations 1.1 The following terms, as used herein, have the following meanings: “Account” means the Bitdeer account registered by Purchaser on the Website. Without Bitdeer’s prior written approval, Purchaser shall not register more than one Account. “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person; “Person” means any corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity (whether or not having separate legal personality); and “Control” means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, provided that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing. “Agreement” has the meaning ascribed to it in the preamble and for the avoidance of doubt means this Sales and Purchase Agreement including the Order details. Any reference to the Agreement shall include the Order details as if the terms and conditions of the Order details were set forth in full within the Agreement. “Contracted Hash Rate” means the hash rate (often measured in TH/s,) that Seller agrees to deliver through the Product(s), as set forth in the applicable Order details. “Date of Delivery” means the date when the Products are delivered to Point of Pick-up or Point of Delivery, as applicable. “Designated Carrier” means the specific transport company or shipping provider selected or approved by Purchaser to handle the shipment of the Product(s). “Hash Rate Unit Price” means the price for each hash rate unit as set forth in the applicable Order details. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including but not limited to know-how, trade secrets and the information listed in Clause 12.1), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, derivatives, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. “Order” means the order placed by Purchaser pursuant to the terms and conditions of this Agreement. The details of each Order placed by Purchaser can be accessed within their Account. Unless otherwise specified, any reference to an "Order" shall implicitly include the terms and conditions of this Agreement, with the understanding that the provisions contained within the Agreement are deemed to be fully integrated into the Order. “Personal Data” has the meaning ascribed to it by the Personal Data Protection Act 2012. “Point of Delivery” means the physical spot where the Product(s) are to be delivered to the Designated Carrier, as agreed in the applicable Order details. “Point of Pick-up” means the physical spot where the Product(s) are to be picked up by Purchaser, as agreed in the applicable Order details. “Product(s)” means the mining rig and/or its relevant parts and accessories that Seller agrees to sell to Purchaser, as specified in the applicable Order details. “Quantity of the Products” shall mean the total number of units of each type of Product specified to be delivered under this Agreement, as detailed in the relevant Order details. “Rated Hash Rate per Unit” shall mean the metric representing the anticipated performance of the Product under standard operating conditions, as specified in the relevant Order. Seller may adjust the Rated Hash Rate per Unit in accordance with Clause 2.3. “Total Product Price” means the aggregate amount payable by Purchaser merely for the Products, excluding the shipping and insurance fees of such Products, as specified in the applicable Order details. “Total Order Amount” means the aggregate amount payable by Purchaser for the Products (induing the Total Product Price, the shipping fees and other related charges, if any, as specified in the applicable Order details). “US$” or “USD” means the lawful currency for the time being of the United States of America. “Website” means www.bitdeer.com and the corresponding mobile application. Pronoun Usage. In this Agreement, the use of pronouns, including but not limited to "it," "he," and "she," shall not be construed to have any restrictive gender implications. Each pronoun shall be understood to include all genders, and the use of any particular pronoun is for grammatical consistency and ease of reading only. The Parties acknowledge and agree that the use of any pronoun in this Agreement is intended to be inclusive and shall apply to any Person. 2. Order Placement; Sale and Purchase of Product(s) 2.1 Upon reviewing the specifications, Product description, and estimated shipping time for each Product as presented on the respective Product page, Purchaser may place an Order by selecting the desired model and specifying the quantity of the Product on the order submission page. 2.2 Purchaser's placement of an Order constitutes the execution of a formal purchase and sales transaction with Seller, which is legally binding upon both Parties. Purchaser agrees to make the required prepayment or the Total Order Amount (as applicable), as specified on the payment page, within the required timeframe. In the event of non-compliance with the required timeframe, the Order will be cancelled by the Seller. 2.3 Purchaser agrees and understands that the actual rated hash rate of each Product delivered may differ from the Rated Hash Rate per Unit specified in the relevant Order details. In light of the above, PURCHASER AGREES THAT, AS LONG AS THE TOTAL HASH RATE OF THE DELIVERED PRODUCTS IS NOT LESS THAN THE CONTRACTED HASH RATE AGREED IN THE ORDER DETAILS, SELLER HAS THE RIGHT TO ADJUST THE QUANTITY OF PRODUCTS DELIVERED ACCORDING TO THE ACTUAL RATED HASH RATE PER UNIT. Seller does not guarantee that the quantity of the Products actually delivered matches the Quantity of the Products agreed in the Order details. The final total product price shall be calculated by multiplying the total hash rate actually delivered by the Hash Rate Unit Price agreed in the Order details. 2.4 Seller reserves the right to cancel the Order at any time before Seller shipped the Products if there is an Obvious Price Error of the Order (An “Obvious Price Error” means a manifest or clear pricing mistake in the listing of a Product, which significantly deviates from the usual or intended market price and is recognizable as an error by an average customer). Any payment made for the Order with Obvious Price Error will be applied to the Account balance of Purchaser (without interest). 2.5 Purchaser acknowledges and agrees that the pricing of each Order of products under this Agreement may vary due to fluctuations in market conditions, supply chain issues, or other factors. Seller reserves the right to set different prices for each Order of products. Seller shall have no obligation to offer a price match, refund, or adjustment for any products purchased by Purchaser, even if similar products are priced differently in different Orders. 2.6 Please do not place any order via email, any instant messaging software, or any website other than this Website. Seller shall not be bound by such orders. Seller shall not provide any form of compensation in such circumstances, and Seller shall not be responsible for any Purchaser’s loss or damage resulting therefrom. 2.7 Purchaser agrees that any third-party links provided by Bitdeer on the Website is for convenience and reference only. Bitdeer’s provision of these third-party links does not mean that it confirms these links and the content displayed on these links. Since these third-party links are not controlled by Bitdeer, Bitdeer cannot guarantee that Purchaser’s access to such links is safe and virus-free. Bitdeer is not responsible for any loss caused by Purchaser’s accessing such third-party links and any other third-party links not controlled by Bitdeer. 3. Order Payment, Cancellation, and Change 3.1 Purchaser can make payment for the Total Order Amount and any other amount payable under this Agreement using various payment methods supported by Bitdeer. 3.2 Unless otherwise specified, the Total Order Amount and any amounts payable by Purchaser under this Agreement shall be all denominated in USD. If Purchaser elects to make the payment in USD, then payment shall be made by wire transfer to the bank account designated by Seller. If Purchaser elects to make the payment in cryptocurrency and such payment method is accepted by Bitdeer, then payment shall be made to the exact wallet address specified by Seller. The exchange rate between USD and the cryptocurrency selected shall be the corresponding exchange rate published on the Website at the time the payment is made, which is calculated by Seller using fetched data from exchanges such as BitStamp, BitFinex, OKX, and Coinbase, etc. Purchaser shall pay the Total Order Amount and any other amounts payable under this Agreement in full with no deductions and any transfer fees (such as the digital asset network transfer fees) shall be borne by Purchaser. 3.3 Purchaser is solely responsible for the accuracy of the payment, including but not limited to the destination account (or digital asset wallet address, as applicable), transfer amount, and other payment details. Any and all losses caused by or arising from an incorrect payment due to Purchaser’s mistake or fault (including but not limited to transferring digital asset to the wrong wallet address) shall be solely borne by Purchaser. Purchaser shall make payment in accordance with the instructions set out on the Website. Purchaser shall provide Bitdeer with sufficient information for Bitdeer to confirm any payments made, if requested by Bitdeer. 3.4 The payment amount transferred by Purchaser to Seller may be delayed due to digital asset confirmation delays, third party delays and other factors. Purchaser hereby acknowledges and agrees that (a) Bitdeer shall only ship the Product(s) after it confirms that the full payment amount has been successfully received (unless otherwise expressly agreed by both Parties); and (b) the shipping sequence will in general be determined based on the sequence in which customers make full payment. 3.5 Unless otherwise expressly agreed by both Parties, the Total Order Amount shall exclude any Indirect Taxes (as defined in Clause 6), tariffs, duties, fees or other applicable costs in relation to the purchase of the Product(s)which shall be paid by Purchaser. Except for the expenses to be borne by Seller as expressly specified and agreed in writing, all other expenses not agreed in writing shall be borne by Purchaser. 3.6 If the amount of payment actually received by Seller is lower than the Total Order Amount, Seller reserves the right to choose one of the following actions at its sole discretion prior to shipping the Products: (a) Seller may adjust the Quantity of Products to ensure that the funds received match the total for the revised quantity of Products; (b) Seller may withhold shipment of the Products until Purchaser settles the outstanding balance. 3.7 In the event that the payment received by the Seller exceeds the Total Order Amount, the excess payment will be credited to Purchaser's Account balance (without interest). 3.8 To the extent permitted by laws and regulations, unless otherwise expressly agreed in writing by Seller, Purchaser hereby acknowledges and agrees that, ANY AND ALL PAYMENTS MADE FOR THE PRODUCTS ARE FINAL AND NOT REFUNDABLE. For the avoidance of doubt, this “no refund” policy does not affect any statutory rights that may apply. 4. Shipping, Delivery and Acceptance 4.1 Unless otherwise agreed by both Parties in writing, the risk of damage or loss to the goods being transported transfers from Seller to Purchaser as soon as the goods are delivered to the Designated Carrier or picked up by Seller. Purchaser shall obtain in due time any and all approvals, permits, authorizations, licenses, and clearances required by the applicable laws for the import of the Product(s) to the country where the designated Point of Delivery is. 4.2 Apart from the insurance automatically included and charged by carrier in the shipping costs, Seller shall not actively purchase transportation insurance for the Products unless Purchaser specifically requests it. Seller may purchase insurance for the carriage of the Product(s) upon receiving Purchaser’s written instructions and payment of the insurance fee, which is to be fully borne by Purchaser. If Purchaser fails to provide Seller with the written instructions to purchase such insurance or if Purchaser fails to pay the insurance fee, Seller shall not purchase, and Purchaser shall be deemed to have agreed that the purchase of such insurance is not required. 4.3 IN THE EVENT SELLER IS NOT ABLE TO SHIP THE PRODUCTS WITHIN 30 DAYS FROM THE ESTIMATED SHIPPING DATE, STARTING FROM THE 31ST DAY, SELLER SHALL COMPENSATE, IN THE FORM OF COUPONS (THE “COUPONS”), BASED ON THE TOTAL PAYMENT AMOUNT RECEIVED BY SELLER FOR THE UNSHIPPED PRODUCTS AT AN ANNUALIZED RATE OF 12% (I.E. 1% MONTHLY OR 0.033% DAILY). THE COMPENSATION AMOUNT IS CAPPED AT 3% OF THE TOTAL PAYMENT AMOUNT RECEIVED BY SELLER FOR THE UNSHIPPED PRODUCTS. THE COUPONS MAY BE USED FOR THE CURRENT ORDER OR ANY FUTURE ORDER, PROVIDED THAT THE COUPON AMOUNT APPLIED TO EACH ORDER DOES NOT EXCEED 30% OF THE TOTAL PRODUCT PRICE OF SUCH ORDER. 4.4 IF THE SHIPMENT IS DELAYED FOR MORE THAN 120 DAYS, PURCHASER MAY CONTACT SELLER TO REQUEST TERMINATION OF THE ORDER. ONCE AN ORDER IS TERMINATED, IT WILL NOT BE SHIPPED, AND THE PAYMENT MADE FOR THAT ORDER WILL NOT BE REFUNDED, INSTEAD, A CREDIT EQUAL TO THE PAYMENT MADE FOR THAT ORDER WILL BE APPLIED TO PURCHASER’S ACCOUNT BALANCE (WITHOUT INTEREST), WHICH CAN BE USED FOR FUTURE ORDERS. IF YOU DO NOT AGREE TO THIS POLICY (“THE TERMINATION POLICY”), PLEASE DO NOT CLICK "AGREE TO THIS AGREEMENT" OR PAY FOR ANY ORDER. FOR CLARITY, WHEN DETERMINING THE NUMBER OF DAYS OF SHIPPING DELAY AS PER CLAUSES 4.3 AND CLAUSE 4.4, THE CALCULATION SHALL COMMENCE ON THE FINAL DAY OF THE ESTIMATED SHIPPING DATE. FOR INSTANCE, IF THE ESTIMATED SHIPPING DATE IS SPECIFIED AS MARCH TO MAY 2025, THE COUNT OF DELAYED DAYS SHALL START FROM MAY 31, 2025. 4.5 IN CASE OF PURCHASER’S FAILURE TO MAKE ANY BALANCE PAYMENT (AFTER ANY PREPAYMENT HAS BEEN MADE) WITHIN THE AGREED TIME FRAME, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME AND REQUIRE PURCHASER TO BEAR LIQUIDATED DAMAGES OF [30%] OF THE TOTAL PRODUCT PRICE HEREOF. THIS AGREEMENT SHALL BE TERMINATED FROM THE DATE OF RECEIPT OF THE SELLER’S WRITTEN NOTICE OF TERMINATION BY PURCHASER. SELLER SHALL HAVE THE RIGHT TO DEDUCT LIQUIDATED DAMAGES FROM THE AMOUNT (IF ANY) PAID BY PURCHASER TO SELLER. IF THE AMOUNT PAID BY PURCHASER IS INSUFFICIENT TO COVER THE LIQUIDATED DAMAGES, SELLER SHALL HAVE THE RIGHT TO FURTHER REQUIRE PURCHASER TO PAY THE REMAINING BALANCE. IF THE AMOUNT PAID BY PURCHASER HAS SURPLUS AFTER DEDUCTING THE LIQUIDATED DAMAGES, SELLER SHALL RETURN THE SURPLUS TO PURCHASER’S ACCOUNT BALANCE (WITHOUT INTEREST). THE PARTIES AGREE AND CONFIRM THAT THE LIQUIDATED DAMAGES CONSTITUTES A GENUINE PRE-ESTIMATE OF SELLER’S LOSSES DUE TO THE FAILURE OF PURCHASER TO PAY THE TOTAL ORDER AMOUNT AND IS REASONABLE AND PROPORTIONATE TO PROTECT SELLER’S LEGITIMATE INTEREST IN PERFORMANCE. 4.6 Purchaser shall check and accept the Product(s) at the Point of Pick-up or at the Point of Delivery agreed by both Parties in the Order details. The Product(s) delivered shall be deemed to be in full compliance with this Agreement if no written objection to the Product(s) is raised by Purchaser within 24 hours after the Product(s) are delivered at the Point of Pick-up or to the Designated Carrier at the Point of Delivery (as applicable). 4.7 Should the Product(s) be returned to Seller due to failed delivery by the carrier, Seller reserves the right to decide at its discretion whether to reship the Product(s) to Purchaser and any and all additional costs and risks arising from the reshipment shall be borne by Purchaser. 5. Warranty 5.1. To the fullest extent permitted by law, Purchaser hereby agrees and understands that the Product(s) sold hereunder are neither returnable nor refundable. 5.2. Seller gives a warranty for all delivered Products for a period of 365 days from the Date of Delivery (the “Warranty Period”). If during the Warranty Period, any defect other than those arising under the circumstances listed in Clause 5.4 below in the Product is discovered, Seller’s sole responsibility with respect to such defective Warranted Product(s) (defined below) is to repair or replace (in Seller’s sole discretion) such defective Warranted Products. For the avoidance of doubt, Purchaser shall pay the inbound shipping charges (to the repair center designated by Seller) and Seller will pay the return shipping charges for any Warranted Products required to be replaced or repaired. For the inbound shipping charges that are borne by Purchaser in the case of DOA (as defined in the After-Sales Policy on the Website) or second-time DOA (as defined in the After-Sales Policy on the Website), Purchaser may be qualified to receive shipping subsidy (“Shipping Subsidy”) from Seller in the form of Coupon (subject to Purchaser’s provision of authentic proof of the Shipping Costs that Purchaser has paid) in accordance with the After-Sales Policy on the Website. Purchaser hereby acknowledges that any matters pertaining to after-sales service not explicitly detailed in this Agreement shall be governed by the After-Sales Policy as published on the Website. Seller retains the right to update or modify the After-Sales Policy posted online at any time, with or without providing prior notice to Purchaser. It is the responsibility of Purchaser to regularly review the After-Sales Policy for any such updates or changes. Purchaser shall bear (i) any customs duties, tax and other fees not expressly stated to be borne by Seller in relation to the Warranted Products, if applicable, (ii) any and all additional costs incurred due to incorrect or incomplete delivery information provided by Purchaser and (iii) any and all risks of loss or damage to the Warranted Products, or the parts or components of the Warranted Products during the transportation (including the transportation where the Warranted Products is sent to Seller and returned by Seller to Purchaser). 5.3. For the avoidance of doubt, only the Products (and its parts or accessories) expressly listed in the applicable Order details are covered by warranty (the “Warranted Products”). Any parts and components not expressly listed in Order details, including but not limited to server blank-off panel, nylon cable tie, cable sign, PVC slot, PVC buckle, are not within the scope of warranty and is provided on an “AS IS” basis. 5.4. Purchaser agrees that the warranty does not apply to the following circumstances. Seller does not provide any warranty remedies ("Denied Warranty Claims") under the following circumstances: (a) Damage or loss caused by Purchaser’s or any third party’s improper handling (e.g. crush and fall), transportation, installation (e.g. component detachment, unstable link, circuit board breakage, etc. caused by the reason that the Product(s) are not installed as per the specification or instruction), maintenance or repair; (b) Damage or loss caused by overvoltage, undervoltage or electricity leakage; (c) Product(s) whose operating parameters have been modified not in compliance with their specifications (such as overclocking) by Purchaser or third party; (d) Damage or loss caused by Purchaser's or third party's negligence or willful misconduct including but not limited to such as fire and thefts; (e) Damage or loss caused by Purchaser or third party’s failure to handle the Product(s) in accordance with the product manuals or instructions, including but not limited to placing and/or operating the Product(s) in a location that does not meet the operational requirements outlined in the relevant Product pages on the Website and the manuals (e.g. extreme temperature, corrosive environment, high voltage surges or low AC quality); (f) Damage or loss caused by the reason of Purchaser or third party using unofficial or unauthorized accessories, including but not limited to power supplies, control panels, fans, cables, etc.; (g) Damage or loss caused by the reason of Purchaser or third party using unofficial or unauthorized supporting software and/or hardware; (h) Damage or loss caused by the reason of Purchaser or third party connecting to unstable power supply or problematic socket; (i) Damage or loss caused by circumstances beyond Seller’s control, including but not limited to war (declared or undeclared), invasion, terrorist activities, fire, lightning, acts of God, earthquakes, heavy rain, floods, hurricanes and explosions; (j) Normal wear and tear of the Product(s); (k) Damage or loss caused by the reason of Purchaser or third party’s unauthorized alterations to the Products, including but not limited to disassembly, repair or alteration to the Product(s) not authorized by Seller; (l) Altered, defaced or missing warranty stickers (i.e. vulnerable labels) or SN labels and any situation where Seller is unable to determine whether the Product(s) are in the warranty period for reasons not attributed to Seller; and/or (m) Any modification of the original hardware of the Product(s) without Seller’s prior written permission. 5.5. Seller is not responsible for any Product related loss caused by confiscation, sealing, seizure, search or other actions by any customs or government authorities after Seller ships the Products. 5.6. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT WARRANTIES EXIST AT LAW THAT MAY NOT BE DISCLAIMED, PURCHASER AGREES THAT SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THE ONE YEAR WARRANTY PERIOD AND TO THE REPLACEMENT VALUE OF THE PRODUCT. NOTWITHSTANDING SELLER’S WARRANTY, SELLER RESERVES THE RIGHT TO MAKE CHANGES OR IMPROVEMENTS IN DESIGN, FIRMWARE OR MANUFACTURING WITHOUT ASSUMING ANY OBLIGATION TO CHANGE OR IMPROVE THE PRODUCTS PREVIOUSLY MANUFACTURED AND/OR SOLD. 6. Taxation Unless otherwise stated, all prices are exclusive of any applicable value added taxes, good and services tax, sales taxes, consumption taxes and other similar taxes (the “Indirect Taxes”). If any Indirect Taxes are chargeable in respect of any payments under this Agreement, Purchaser shall reimburse and/or pay Seller such Indirect Taxes at the applicable rate in respect of such payments in addition to the Total Product Price following receipt of documentary proofs (if applicable) and/or invoices issued by Seller in respect of those payments. Seller shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements (if applicable). 7. Restrictions and Obligations 7.1 Purchaser agrees and undertakes that the Product(s) shall not be used by Purchaser to engage in any activities that violate applicable laws and regulations, including but not limited to: (a) support, incite or participate in any terrorist activities; and/or (b) participate in any money laundering activities. 7.2 Purchaser hereby agrees and understands that the Products provided by Bitdeer are not available to the following (each, a "Restricted Person"): (a) any individual or entity that is the target of sanctions by the United States, European Union, United Nations or Singapore, including but not limited to any entity that is registered or operating in, or any individual who is a national or resident of a jurisdiction subject to comprehensive sanctions administered by the United States; (b) any entity which is controlled or owned (50% or more, directly or indirectly) by an individual or entity described in (a); or (c) any individual or entity that is restricted under Bitdeer’s compliance obligations and/or internal risk control policies, which Bitdeer reserves the right to amend from time to time. Purchaser agrees that Seller shall have the right to modify the definition of “Restricted Person” from time to time to comply with the applicable laws and regulations. 7.3 Purchaser agrees to provide timeously all documentation and other information reasonably requested by Seller from time to time in its sole discretion pursuant to its “know your customer” and “anti-money laundering” rules and policies. Purchaser hereby acknowledges and agrees that Seller may withhold shipping the Products if it does not receive the document / information requested. 7.4 Purchaser shall be fully liable for the security of its Account password (or other relevant security devices). Any Order placed through Purchaser’s Account is deemed to have been executed and agreed upon by Purchaser. If Purchaser’s Account, password or other information is used fraudulently or illegally due to Purchaser’s acts or omission (including acts or omission of all persons that Purchaser has authorized to access to the Account, such as employees, agents, officers, or representatives of Purchaser), Seller is not responsible for any and all risks and/or losses arising therefrom. If Purchaser suspects that its Account, password or other information has been fraudulently or illegally used or obtained, Purchaser shall notify Seller immediately. 7.5 Purchaser agrees not to not use any method (such as Proxy, Tor, VPN, etc.) to block its Internet traffic and IP addresses or use other technical services that may hide Purchaser's real Internet connection. 8. Representations and Warranties 8.1 Each Party hereby makes the following representations and warranties to the other Party: (a) The obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations. (b) It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement. (c) The entry into and performance by it, and the transactions contemplated by, under this Agreement do not and will not conflict with: i. any applicable law; ii. its constitutional documents (if applicable); and/or iii. any agreement or instrument binding upon it or any of its assets. (d) All licenses, approvals and/or authorizations required: i. to enable it lawfully to enter into, exercise its rights under and comply with its obligations under this Agreement; and ii. to ensure that those obligations are legal, valid, binding and enforceable. have been or will have been by the time, obtained or effected and are, or will be by the appropriate time, in full force and effect. (e) It is not aware of any circumstances which are likely to lead to: i. any authorization obtained or effected not remaining in full force and effect; ii. any authorization not being obtained, renewed or effected when required or desirable; and/or iii. any authorization being subject to a condition or requirement which it does not reasonably expect to satisfy or the compliance with which has or could reasonably be expected to have a material adverse effect. (f) All information supplied by it to the other Party is and shall be true and correct, and the information does not contain and will not contain any statement that is false or misleading. 8.2 Purchaser warrants and represents that it is not a Restricted Person (as defined in Clause 7.2) and Purchaser shall ensure and represent that any transferee, assignee, nor any final user of the Products provided under this Agreement shall not be a Restricted Person. Purchaser agrees to immediately notify Bitdeer, if at any point, (a) it becomes a Restricted Person; or (b) it becomes aware that a transferee, assignee, or final user of the Products is a Restricted Person. 8.3 Purchaser warrants and represents that the Product(s) have been purchased with funds which are from legitimate sources, and which do not constitute the proceeds of criminal conduct, or realizable property or the proceeds of terrorism financing or property of terrorists. 8.4 Purchaser warrants and represents that it purchases the Product(s) only for its own benefit and that Purchaser is not entering into this Agreement on behalf of any third parties or for the benefit of any third parties. 8.5 [This Clause 8.5 is only applicable when Purchaser discloses Personal Data to Seller] Purchaser represents, warrants and undertakes that for any Personal Data that Purchaser will be or is disclosing to Seller and/or its Affiliates for the purposes of this Agreement, Purchaser would have, prior to disclosing such Personal Data, complied with applicable data protection laws including but not limited to the Singapore Personal Data Protection Act 2012, including obtaining the appropriate consent from the individuals to whom the Personal Data relates and is being disclosed, in order to: (a) permit Purchaser to disclose such individuals’ Personal Data to Seller and/or its Affiliates for the purposes of this Agreement; and (b) permit Seller and/or its Affiliates to collect, use, disclose and/or process the Personal Data for the purposes of this Agreement. 8.6 Purchaser warrants and represents that it is purchasing the Product(s) for commercial use and not for Household Use. Subject to Clause 8.2 and Clause 10.1, Purchaser is only permitted to resell the Product(s) to third parties for commercial use and not Household Use. Purchaser undertakes to fully indemnify Seller from and against any damages, breaches, fines, charges or penalties which Seller may suffer arising from or in connection with any breach of this Clause. For the purpose of this Agreement. "Household Use" refers to the use of a product or equipment in a domestic or residential setting for personal, non-commercial purposes. 9. Indemnification and Limitation of Liability 9.1 Purchaser shall, during the Term (as defined in Clause 13.1) and at any time thereafter, indemnify and hold Seller and/or its Affiliates harmless from and against any and all damages, suits, claims, judgments, liabilities, losses, fees, costs or expenses of any kind, including legal fees, whatsoever arising out of or incidental to (i) any breach by Purchaser of this Agreement, including but not limited to the breach of Purchaser’s representations, warranties or covenants under this Agreement; (ii) gross negligence or willful misconduct by Purchaser; and (iii) any matter for which Purchaser has agreed to indemnify Seller under this Agreement or otherwise. 9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SELLER AND ITS AFFILIATES SHALL UNDER NO CIRCUMSTANCES, BE LIABLE TO PURCHASER FOR ANY CONSEQUENTIAL LOSS, OR LOSS OF GOODWILL, BUSINESS, ANTICIPATED PROFITS, REVENUE, CONTRACT, OR BUSINESS OPPORTUNITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND PURCHASER HEREBY WAIVES ANY CLAIM IT MAY AT ANY TIME HAVE AGAINST SELLER AND ITS AFFILIATES IN RESPECT OF ANY SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IN AN ACTION AT LAW, INCLUDING BUT NOT LIMITED TO CONTRACT, STRICT LIABILITY, NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER TORTIOUS ACTION, OR AN ACTION IN EQUITY. PURCHASER HEREBY UNDERSTANDS AND AGREES THAT, UNLESS OTHERWISE EXPRESSLY AGREED IN THIS AGREEMENT, BITDEER, SHALL UNDER NO CIRCUMSTANCES, BE LIABLE FOR THE FOLLOWING EVENTS AND ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH ANY OF THE FOLLOWING EVENTS: (a) LOSS OF MINING PROCEEDS; (b) CRYPTOCURRENCY MARKET VOLATILITY OR COLLAPSE; (c) CHANGE OF LAW, REGULATIONS AND POLICY; (d) PERSONAL INJURY AND PROPERTY DAMAGE DUE TO PURCHASER’S IMPROPER USAGE AND/OR PLACEMENT OF THE PRODUCT(S) (PLEASE REVIEW THE RELEVANT PRODUCT PAGE AND MANUAL FOR THE PROPER USE OF THE PRODUCT(S)); (e) HACKING EVENTS; AND/OR (f) OTHER EVENTS NOT WITHIN SELLER’S REASONABLE CONTROL. 9.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND ITS AFFILIATES’ CUMULATIVE AGGREGATE LIABILITY PURSUANT TO THIS AGREEMENT, WHETHER ARISING FROM TORT, BREACH OF CONTRACT OR ANY OTHER CAUSE OF ACTION SHALL BE LIMITED TO AND NOT EXCEED THE AMOUNT OF THE PAYMENT ACTUALLY RECEIVED BY SELLER FROM PURCHASER FOR THE PRODUCT(S) THAT ARE THE SUBJECT OF THE CAUSE OF ACTION. 9.4 To the fullest extent permitted by law, the above limitations and exclusions shall apply whether Seller has been advised of the possibility of such damages or not. 9.5 The Parties acknowledge and agree that the disclaimers, indemnities, limitations of liabilities, and the allocation of risks herein are essential elements of the bargain between the Parties, without which the Parties would not have entered into this Agreement giving rise to the claim. 10. Not a Distributor 10.1 This Agreement does not grant Purchaser any right or authority to represent themselves as a distributor, agent, and/or representative of Seller. Purchaser shall in no event represent, warrant claim and/or imply to a third party that it is an authorized distributor, agent, and/or representative of Seller, or perform any act that will cause it to be construed as an authorized distributor, agent, and/or representative of Seller. Should Purchaser wish to operate as a distributor, Purchaser must enter into a separate written agreement with Seller, which shall explicitly outline the terms and conditions of such a distributorship. No such right or authority shall be implied or inferred from this Agreement without the express written consent of Seller. Purchaser shall indemnify and hold Seller and/or its Affiliates harmless from and against any and all damages, suits, claims, judgments, liabilities, losses, fees, costs or expenses of any kind, including legal fees, whatsoever arising out of or incidental to its breach of this Clause 10. 11. Intellectual Property 11.1 Seller hereby grants Purchaser a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use the licenses involved in the software of the Products Seller provides under this Agreement (the “Licenses”). Seller or its licensor (if applicable) reserve all rights, titles and interests in and to the Licenses, including all source code, object code, data, information, and their copyright, trademark, patent, invention and trade secrets, as well as all other rights not expressly granted to Purchaser under this Agreement. This Agreement does not constitute a waiver of any Seller’s rights under the intellectual property law of Singapore or any other jurisdiction or any other federal, state or foreign law. 11.2 All rights, title and interest (including Intellectual Property Rights in and to the Product(s) (including, but not limited to, any and all documents or data following or forming the Product(s) or contained in the Product(s)), whether or not developed by Seller, shall remain the sole and exclusive property of Seller and/or its licensors (if applicable). Purchaser shall not illegally use or infringe the Intellectual Property Rights of the Product(s) in any way. Purchaser shall not, and shall ensure that no third party, disassembles, decompiles, reverse engineers, or otherwise attempts to extract the source code, underlying algorithms, or any other intellectual property embedded within the Products with the intent to misuse Seller's Intellectual Property Rights. Otherwise, without prejudice to any other rights or remedies Seller may have, Seller shall have the right to require Purchaser to take immediate remedial measures and assume full responsibility for its breach of this Clause 11, including, but not limited to, immediate cessation of infringement of such Intellectual Property Rights, taking steps as may be required by Seller to, among others, eliminate or reduce the impact of the infringement of such Intellectual Property Rights on Seller and/or its licensors (including reputational loss), and/or indemnify Seller and/or its licensors for all losses suffered by Seller and/or its licensors arising out of or in connection with a breach of this Clause 11 by Purchaser. 12. Confidentiality 12.1 All information of a confidential nature, including but not limited to all information concerning this Agreement and matters pertaining to or derived from the sale and purchase of Product(s) pursuant to this Agreement between the Parties, whether in oral or written form, or in the form of drawings, computer programs or other, as well as all data derived therefrom and any information concerning the business, affairs, buyers, clients or sellers of each Party and other information that a reasonable person would consider, from the nature of the information and circumstances of disclosure, is confidential to the disclosing Party and any Personal Data provided by each Party (“Confidential Information”), shall be deemed to be confidential. 12.2 Each Party undertakes that it shall not at any time (whether during the Term (as defined in Clause 13.1) or after) disclose to any person any Confidential Information except as permitted by Clause 12.3. 12.3 Each Party may disclose Confidential Information: (a) to its employees, officers, representatives or advisers (where applicable) who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers (where applicable) to whom it discloses any Confidential Information to are bound by terms and conditions of confidentiality at least as restrictive as those set forth herein with respect to the disclosure of such Confidential Information; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that the receiving Party shall give the disclosing Party reasonable prior written notice of such impending disclosure (to the extent it is permitted to do so), and shall only disclose such Confidential Information to the extent necessary for such compliance. 12.4 No Party shall use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. 13. Term and Termination of this Agreement 13.1 This Agreement will be effective upon the date when Purchaser clicks “purchase” or “agree” (or wording with similar meaning) to convey its consent to the terms of this Agreement and shall continue to be effective until terminated in accordance with Clause 13.2 or Clause 13.3 (the “Term”). 13.2 Seller shall be entitled to terminate this Agreement with immediate effect upon written notice to Purchaser if: (a) Purchaser fails to pay the prepayment and/or the Total Order Amount (including any applicable installment payment, if applicable), in strict accordance with the payment terms; (b) Purchaser commits a material breach of this Agreement (other than the failure to pay as prescribed in Clause 13.2(a)), and such breach (where capable of remedy) is not cured within the time as Parties may mutually agree, after receipt of written notice thereof from Seller; (c) it becomes unlawful for Purchaser or Seller to perform or comply with any of its material obligations under this Agreement or all or a material part of the obligations of Purchaser or Seller under this Agreement are not or cease to be valid, binding and enforceable; or (d) Purchaser’s financial position deteriorates to such an extent that in Seller's opinion Purchaser’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy. 13.3 This Agreement shall automatically terminate when each Party to this Agreement has fulfilled its obligations under the Order(s) executed pursuant to the Agreement and there is no Order entered into between Parties for a consecutive period of 12 months. 13.4 Termination of this Agreement shall be without prejudice to the rights and liabilities of the Parties accrued prior to or as a result of such termination, including those related to antecedent breaches. Termination of this Agreement for any cause or otherwise shall not release a Party from any liability which at the time of termination has already accrued to the other Party or which thereafter may accrue in respect of any act or omission prior to such termination. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement. 14. Compliance with Laws and Regulation Purchaser represents, warrants and undertakes that it will fully comply with all applicable laws in relation to export and import control and sanctions and shall not take any action that would cause Seller or any of its Affiliates to be in violation of any export and import control laws or Sanctions. Purchaser shall also be fully and exclusively liable for and shall defend, fully indemnify and hold harmless Seller and/or its Affiliates from and against any and all claims, demands, actions, costs or proceedings brought or instituted against Seller and/or its Affiliates arising out of or in connection with any breach by Purchaser or the carrier of any applicable laws in relation to export and import control or Sanction. 15. Force Majeure 15.1. A Party hereunder (“Affected Party”) shall not be liable for failing or delaying to perform its duties hereunder by reason of circumstances beyond its control, including but not limited to war (declared or undeclared), invasion, terrorist activities (threats or acts), acts of sabotage, blockade, fire, lightning, acts of god, national or regional emergency, national strikes, riots, insurrections, civil commotions, civil unrest, labor stoppages or other industry disturbances, quarantine restrictions, epidemics or pandemics or other similar outbreaks or infections, earthquakes, floods, hurricanes, explosions, embargoes, blockades, and regulatory and administrative change, actions or delays (the “Force Majeure Event”). In the event of such Force Majeure Event, the Affected Party shall take reasonable steps to minimize interruptions and loss, but shall be deemed to not be in breach of this Agreement or liable for any failure or delay in performance of any obligations under this Agreement to the extent such failure or delay is due to, arising from or attributable to the Force Majeure Event. 15.2. If such Force Majeure Event continues for more than 30 days from the date that such event first occurred, either Party may terminate the applicable Order and this Agreement with immediate effect by giving written notice to the other Party. 16. Assignment Purchaser may not assign or transfer this Agreement by operation of law or otherwise, without Bitdeer’s prior written consent. Any attempt by Purchaser to assign or transfer this Agreement, without such consent, will be null. Seller may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly. 17. Severability To the extent possible, if any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by a tribunal, the tribunal making such determination is authorized and instructed to modify this Agreement so as to affect the original intent of the Parties as closely as possible so that the Agreements contemplated herein are consummated as originally contemplated to the fullest extent possible. The remaining provisions of this Agreement shall not be affected and shall remain in full force and effect. 18. No Waiver Failure by Seller to enforce at any time any provision of this Agreement, or to exercise any election of options provided herein shall not constitute a waiver of such provision or option, nor affect the validity of this Agreement or any part hereof, or the right of Seller to thereafter enforce each such provision or option. 19. Further Assurance Each Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement. 20. Rights of Third Parties Save as expressly provided in this Agreement, no provision of this Agreement is enforceable by virtue of the Contracts (Rights of Third Parties) Act 2001 by any person who is not a Party to this Agreement. 21. Notices Any notices or other communications provided by Seller under this Agreement, will be given via email or phone messages. Purchaser shall ensure that the email address and/or phone number provided to Seller is up-to-date and Purchaser shall periodically check its email-inbox /messages. For notices made by e-mail, the date on which the email becomes capable of being retrieved by the recipient will be deemed the date on which such notice is transmitted. Purchaser may contact Seller for issues and questions relating to this Agreement by sending email to [[email protected]]. 22. Governing Law and Dispute Resolution 22.1. This Agreement shall be construed, interpreted and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of Singapore. 22.2. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, and threshold questions of the arbitrability of such dispute, controversy, or claim, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators, one to be appointed by Purchaser, one to be appointed by Bitdeer and the third to be appointed by the President of the Court of Arbitration of the SIAC for the time being. The language of the arbitration shall be English. The arbitration cost shall be borne by the losing party. The losing Party shall also compensate the winning party’s legal fees and other expenses. The Parties also agree that Part 2 of the International Arbitration Act 1994 will apply. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION CLAUSE MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. PURCHASER AND SELLER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A COURT TRIAL IN FRONT OF A JUDGE OR JURY. 22.3. Notwithstanding Clause 22.2 above, Purchaser or Seller may seek injunctive or equitable relief in a court of proper jurisdiction. Purchaser also acknowledges that any breach or infringement of Seller’s Intellectual Property Rights will result in irreparable harm, which cannot be adequately compensated by damages. 22.4. If there is an ongoing dispute proceeding between Purchaser and Seller, either Purchaser or Seller shall have the right to suspend the performance of all its obligations until such dispute is resolved in full. 23. Translation This Agreement has been prepared in the English language. Any translation of this Agreement into any other language is solely for accommodation. In the event of any discrepancy or inconsistency between the English version and any translated version of this Agreement, the English version shall prevail and govern the interpretation and enforcement of the terms and conditions of this Agreement.