Version: 20260120 Effective Time: January 20, 2026 00:00 GMT+8 Please read this Agreement carefully. This Agreement provides for the rights and responsibilities of both BITDEER SEMICONDUCTOR SALES PTE. LTD. (“Seller”) and you (“Purchaser”) regarding your purchase of Complete Mining Rigs and/or its Parts and Accessories from Seller. 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 Seller 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 MAY AMEND THIS AGREEMENT FROM TIME TO TIME, AT ITS SOLE DISCRETION, WITH OR WITHOUT PRIOR NOTICE TO PURCHASER. EACH AMENDED AGREEMENT SHALL APPLY ONLY TO ORDERS PLACED AFTER ITS EFFECTIVE TIME. EACH VERSION OF THIS AGREEMENT WILL BE IDENTIFIED BY A VERSION NUMBER AND EFFECTIVE TIME. IT IS PURCHASER’S RESPONSIBILITY TO REVIEW THE THEN-CURRENT VERSION OF THIS AGREEMENT PRIOR TO PLACING EACH ORDER. BY SUBMITTING AN ORDER, PURCHASER CONFIRMS THAT IT HAS REVIEWED AND ACCEPTED THE VERSION OF THE AGREEMENT IN EFFECT AS OF THE ORDER DATE. PURCHASER ACKNOWLEDGES AND AGREES THAT THE AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AND THAT THE TERMS APPLICABLE TO A NEW ORDER MAY DIFFER FROM THOSE APPLICABLE TO ANY PRIOR ORDER. PURCHASER SHALL NOT ASSUME THAT THE AGREEMENT IN EFFECT FOR ANY PRIOR ORDER REMAINS UNCHANGED. IF PURCHASER DOES NOT AGREE TO THE THEN-CURRENT VERSION OF THIS AGREEMENT, PURCHASER’S SOLE RECOURSE IS TO REFRAIN FROM PLACING AN ORDER. 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 EXHAUSTIVE) BEFORE PURCHASING THE PRODUCTS HEREUNDER. PURCHASER UNDERSTANDS THAT ANY INFORMATION PROVIDED BY SELLER 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 SELLER’S CONTROL. 1.Definitions and Interpretations 1.1The following terms, as used herein, have the following meanings: “Account” means the Bitdeer account registered by Purchaser on the Website. Without Seller’s prior written approval, Purchaser shall not register more than one Account. “Affiliate” means, with respect to any Person, (a) any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person; and (b) the officers, directors, shareholders, and employees of such Person or any of its Affiliates. “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 Electronic Order Confirmation. Any reference to the Agreement shall include the Electronic Order Confirmation as if the terms and conditions of the Electronic Order Confirmation were set forth in full within the Agreement. “Cashier Page” means the dedicated online page provided by Seller that sets out the payment details and instructions for the Order, including, without limitation, Seller’s designated bank account information, cryptocurrency wallet address, and any other payment-related requirements applicable to Purchaser’s payment for the Order. “Complete Mining Rig” means a fully assembled cryptocurrency mining rig that includes all necessary hardware components for operation. “Contracted Hash Rate” means the hash rate (often measured in TH/s,) that Seller agrees to deliver through the mining rigs (subject to Clause 2.3 of this Agreement), as set forth in the Electronic Order Confirmation. “Date of Delivery” means the date when the Products are delivered to Point of Pick-up or to the Designated Carrier, as the case may be. “Designated Carrier” means the specific transport company or shipping provider agreed by both Parties to handle the shipment of the Product(s). “Electronic Order Confirmation” means an electronic document issued by Seller to confirm its acceptance of an order (the “Order”) placed by Purchaser pursuant to the terms and conditions of this Agreement. The Electronic Order Confirmation will be made available in Purchaser’s Account and will also be sent to the email address on records with Seller. Unless otherwise specified, any reference to an "Electronic Order Confirmation" 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 Electronic Order Confirmation. The Electronic Order Confirmation contains details relating to the product specifications, price information, and other relevant order particulars (collectively, the “Electronic Order Details”), which will be further updated (the “Updated Electronic Order Details”) upon the shipment or pick-up of the Products. “Final Order Records” means collectively, the Shipping Documents, and the Updated Electronic Order Details, which together set forth the finalized terms of each Order that could not be determined at the time the original Electronic Order Confirmation was issued due to the Order being placed in advance of shipment. Such finalized terms include the actual product specifications, the final Total Product Price, applicable taxes, shipping and insurance costs, and the final Total Order Amount. “Hash Rate Unit Price” means the price for each hash rate unit as set forth in the Electronic Order Confirmation(s). “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 11.2), 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. “Parts and Accessories” means any components, modules, or other items that are used in conjunction with, or to support the operation of functionality of the mining rigs sold by Seller. This includes, without limitation, replacement parts, power distribution units (PDUs), cables, and PCBA control boards. “Personal Data” has the meaning ascribed to it by the Personal Data Protection Act 2012 of Singapore. “Point of Delivery” means the physical location where the Product(s) are delivered to the Designated Carrier. “Product(s)” means the Complete Mining Rigs and/or its Parts and Accessories that Seller agrees to sell to Purchaser (subject to Clause 2.3 of this Agreement), as specified in the Electronic Order Confirmation(s). “Quantity of the Products” shall mean the total number of units of each type of Product specified to be delivered under this Agreement (subject to Clause 2.3 of this Agreement), as detailed in the Electronic Order Confirmation(s). “Rated Hash Rate per Unit” shall mean the metric representing the anticipated performance of a unit of mining rig under standard operating conditions, as specified in the Electronic Order Confirmation. Seller may adjust the Rated Hash Rate per Unit in accordance with Clause 2.3. “Shipping Documents” means the set of documents issued by Seller in connection with the shipment of the Products, which include, at a minimum, the packing list and commercial invoice. “Total Product Price” means the aggregate sum payable by Purchaser solely for the Products, as specified in the Electronic Order Confirmation(s) (subject to Clause 2.3 of this Agreement), which expressly excludes any shipping fees, insurance costs and taxes associated with the purchase of such Products. “Total Order Amount” means the aggregate sum that Purchaser shall pay for the Products (subject to Clause 2.3 of this Agreement), as set forth in the Electronic Order Confirmation, comprising the Total Product Price together with the shipping fees and any other related or incidental charges. “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) 2.1Upon reviewing the specifications, Product description, and estimated shipping time for each Product (if such information is available) 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. 2.2Purchaser'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 shall make payment within the required timeframe (as specified on the Cashier Page). In the event of non-compliance with the required timeframe, the Order will be cancelled by Seller. In the event of any adjustment to the Total Order Amount arising from finalized Product specifications, quantities, shipping fees, insurance costs, or other relevant factors, the final Total Order Amount shall be as set forth in the Final Order Records upon shipment or pick-up of the Products. Purchaser shall pay any outstanding balance of such final Total Order Amount prior to shipment or pick-up of the Products. Shipment or release of the Products shall be strictly conditional upon Seller’s receipt of full payment of the final Total Order Amount, unless otherwise expressly agreed by Seller in writing. 2.3[THIS CLAUSE 2.3 ONLY APPLIES WHEN PURCHASER PURCHASES COMPLETE MINING RIGS] DUE TO UNFORESEEABLE FACTORS IN TECHNOLOGY AND PRODUCTION PROCESSES, THE ACTUAL RATED HASH RATE OF EACH UNIT OF MINING RIG DELIVERED MAY VARY FROM THE RATED HASH RATE PER UNIT STATED IN THE ELECTRONIC ORDER CONFIRMATION. ACCORDINGLY, SELLER RESERVES THE RIGHT TO ADJUST THE QUANTITY OF MINING RIGS TO BE DELIVERED BASED ON THE ACTUAL RATED HASH RATE PER UNIT, PROVIDED THAT THE AGGREGATE HASH RATE OF ALL DELIVERED UNITS IS NOT LESS THAN THE CONTRACTED HASH RATE SPECIFIED IN THE ELECTRONIC ORDER CONFIRMATION. HOWEVER, IF THE ACTUAL AGGREGATE HASH RATE DELIVERED EXCEEDS THE CONTRACTED HASH RATE SET FORTH IN THE ELECTRONIC ORDER CONFIRMATION, PURCHASER SHALL BE RESPONSIBLE FOR PAYING THE PRICE DIFFERENCE BASED ON THE HASH RATE UNIT PRICE. IN THE EVENT PURCHASER DOES NOT PAY THE ADDITIONAL AMOUNT WITHIN THE REQUIRED TIME FRAME, SELLER SHALL BE ENTITLED TO REDUCE THE NUMBER OF MINING RIGS TO BE DELIVERED SO THAT THE AGGREGATE HASH RATE OF THE DELIVERED UNITS MAY BE LESS THAN THE ORIGINAL CONTRACTED HASH RATE SET FORTH IN THE ELECTRONIC ORDER CONFIRMATION. FOR THIS REASON, SELLER DOES NOT GUARANTEE THAT THE FINAL QUANTITY OF MINING RIGS DELIVERED WILL MATCH THE QUANTITY OF PRODUCTS INDICATED IN THE ELECTRONIC ORDER CONFIRMATION. THE FINAL TOTAL PRODUCT PRICE SHALL BE CALCULATED BASED ON THE ACTUAL AGGREGATE HASH RATE DELIVERED, MULTIPLIED BY THE HASH RATE UNIT PRICE AGREED UPON IN THE ELECTRONIC ORDER CONFIRMATION, AND SUCH PRICE WILL BE FINALIZED AND REFLECTED IN THE FINAL ORDER RECORDS. 2.4Seller 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 deviates from the usual or intended market price and is recognizable as an error by a reasonable customer). Any payment made in respect of an Order with an Obvious Price Error will be applied to the Account balance of Purchaser (without interest). 2.5Purchaser acknowledges and agrees that the pricing of each Order may vary due to fluctuations in market conditions, supply chain issues, and/or other factors. Seller reserves the right to set different prices for each Order. 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. 2.6Please do not place any order via email, 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. 2.7Purchaser agrees that any third-party links provided by Seller on the Website is for convenience and reference only. Since these third-party links are not controlled by Seller, Seller cannot guarantee that Purchaser’s access to such links is safe and virus-free. Seller is not responsible for any loss or damage resulting from Purchaser’s accessing of such third-party links. 3.Payment, Cancellation, and Change 3.1Purchaser shall make full payment of the Total Order Amount and any other amount payable under this Agreement, strictly in accordance with the payment methods supported and designated by Seller. 3.2Unless otherwise expressly specified, the Total Order Amount and all other amounts payable by Purchaser under this Agreement shall be 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 on the Cashier Page. If Purchaser elects to make the payment in cryptocurrency and such payment method is accepted by Seller, then payment shall be made to the exact wallet address designated by Seller on the Cashier Page. The USD-cryptocurrency exchange rate shall be the rate published on the Website at the time of payment, as determined by Seller using fetched data from exchanges such as BitStamp, BitFinex, OKX, and Coinbase, and/or other exchanges at Seller’s sole discretion. All amounts payable by Purchaser shall be paid in full without set-off, withholding or deduction of any kind, and all transfer-related fees (including but not limited to bank fees, remittance charges, and digital asset network transfer fees) shall be borne solely by Purchaser. 3.3Purchaser is solely and entirely responsible for ensuring the accuracy and completeness of all payment details, including but not limited to the destination account (or digital asset wallet address, as applicable), transfer amount, reference details, timing of payment, and other payment details. Any and all losses, delays, fees, or other consequences caused by or arising from Purchaser’s error, negligence, or failure to comply with Seller’s payment instructions (including but not limited to sending digital asset to an incorrect wallet address) shall be borne solely by Purchaser, and Seller shall have no liability whatsoever. Purchaser shall promptly provide Seller with payment confirmation information and supporting documents requested by Seller to verify receipt. 3.4Purchaser acknowledges that payments may be delayed due to digital asset network confirmations, third-party processing delays, or other factors beyond Seller’s control. Purchaser expressly agrees that: (a) Seller shall not be obligated to ship any Products until Seller has confirmed receipt of the full cleared payment in its designated account; and (b) unless otherwise agreed in writing, the shipping sequence shall be determined solely by Seller, generally in the order of confirmed full payments, but subject to Seller’s absolute discretion. 3.5Unless otherwise expressly agreed by both Parties, the Total Order Amount shall exclude all Indirect Taxes (as defined in Clause 6), tariffs, duties, levies, assessments, import/export charges, customs clearance fees and any other applicable costs and fees in relation to the purchase, delivery, or use of the Product(s), all of which shall be paid by Purchaser. Except for the costs and fees that Seller has expressly agreed in writing to bear, all other costs, fees, and charges arising from or related to the purchase shall be the sole responsibility of Purchaser. 3.6If the amount actually received by Seller is less than the Total Order Amount and if Purchaser fails to pay the shortfall within 24 hours after being notified by Seller, 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; and/or (c) Seller may cancel the Order without liability, in which case Purchaser shall remain liable for the Liquidated Damages as prescribed in Clause 4.9. 3.7In the event that the payment received by Seller exceeds the Total Order Amount, the excess payment will be credited to Purchaser's Account balance (without interest), to be applied toward future Orders. 3.8To the extent permitted by laws and regulations, Purchaser hereby acknowledges and agrees that, unless otherwise expressly agreed in writing by Seller, 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 non-waivable statutory rights that may apply. 4.Shipping, Delivery and Acceptance 4.1EXW- PURCHASER PICK-UP. If the Parties agree in writing that the Products will be picked up by Purchaser (i.e., delivery will be made EXW (Ex Works) at Seller’s designated location). Once the Products are ready for pick-up, Seller shall issue a notice to Purchaser (a “Pick-up Notice”), specifying the pick-up time and the location for pick-up (the “Point of Pick-up”). Unless otherwise specified in the Pick-up Notice, Purchaser shall collect all of the Products within five (5) calendar days of receipt of the Pick-up Notice. If Purchaser fails to do so, Seller shall be entitled to charge storage fees at a rate of USD five (5) per unit per day for Products stored at Seller’s facility. All risks, costs, and responsibilities relating to transportation, export clearance, loading, and insurance shall pass to Purchaser immediately upon delivery of the Product(s) at the Point of Pick-up. 4.2CPT- SELLER DELIVERY TO DESIGNATED CARRIER. If the Parties agree in writing that the Products will be delivered by Seller to a Designated Carrier (CPT – Carriage Paid To), Seller shall arrange for delivery of the Products to the Designated Carrier and shall arrange and prepay the main carriage to the destination agreed by the Parties, in accordance with CPT Incoterms. Notwithstanding Seller’s arrangement and prepayment of the transportation fees to the Designated Carrier, all such costs — including, without limitation, freight charges, insurance premiums (if applicable), customs clearance fees, and any other transportation-related expenses — shall be borne solely by Purchaser and included in the final Total Order Amount, which will be reflected and finalized in the Final Order Records. Seller’s responsibility is limited to arranging and paying for transportation to the named place of destination. Risk of loss or damage to the Products shall pass to Purchaser immediately upon Seller’s delivery of the Products to the Designated Carrier. Seller shall not be liable for any loss, delay, or damage to the Product(s) occurring after such delivery. 4.3Unless otherwise expressly agreed by both Parties, Purchaser shall inspect and accept the Product(s) at the Point of Pick-up or at the Point of Delivery (as applicable). The Product(s) delivered shall be deemed fully compliant with this Agreement and fully accepted by Purchaser if no written objection specifying any material non-conformity is received by Seller within 24 hours after delivery to the Point of Pick-up or to the Designated Carrier (as applicable). Failure to provide such notice within the specified timeframe shall constitute irrevocable acceptance. 4.4Unless otherwise agreed by both Parties in writing, the title and risk (including for damage or loss) of the Products shall pass to Purchaser immediately when the Products are delivered to the Designated Carrier or picked up by Purchaser. For clarity, all costs, losses, or liabilities arising after such transfer of title and risk shall be borne solely by Purchaser. 4.5Purchaser shall, at its sole cost and responsibility, obtain in a timely manner any and all approvals, permits, authorizations, licenses, and clearances required under the applicable laws for the import of the Product(s) into the country of destination. 4.6Except for any insurance coverage automatically included and charged by the Designated Carrier in the shipping costs, Seller shall have no obligation to procure transportation insurance for the Products unless expressly agreed in writing by Seller and upon Purchaser’s prior payment of the full insurance premium. If Purchaser fails to make full timely payment of such insurance premium, Purchaser shall be deemed to have waived any requirement for such insurance, and Seller shall bear no liability whatsoever for any loss or damages arising from the failure to procure such insurance coverage. 4.7IN THE EVENT SELLER IS NOT ABLE TO SHIP THE PRODUCTS WITHIN 30 DAYS FROM THE ESTIMATED SHIPPING DATE (IF SUCH ESTIMATED SHIPPING DATE IS EXPRESSLY PROVIDED BY SELLER IN THE ELECTRONIC ORDER CONFIRMATION), STARTING FROM THE 31ST DAY, SELLER SHALL COMPENSATE, IN THE FORM OF COUPONS (THE “COUPONS”), CALCULATED ON THE TOTAL PAYMENT AMOUNT ACTUALLY RECEIVED BY SELLER SOLELY FOR THE UNSHIPPED PRODUCTS (EXCLUDING ANY SHIPPING FEES, INSURANCE PREMIUM, TAXES, OR ANY OTHER FEES OR CHARGES, IF APPLICABLE) AT AN ANNUALIZED RATE OF 12% (I.E. 1% MONTHLY OR 0.033% DAILY). THE TOTAL COMPENSATION AMOUNT IS CAPPED AT 3% OF THE TOTAL PAYMENT AMOUNT ACTUALLY RECEIVED BY SELLER SOLELY FOR THE UNSHIPPED PRODUCTS. THE COUPONS MAY BE APPLIED TO THE CURRENT ORDER OR ANY FUTURE ORDER OF THE PRODUCTS PLACED WITH SELLER, PROVIDED THAT THE APPLICATION OF SUCH COUPONS TO ANY SINGLE ORDER SHALL BE SUBJECT TO RESTRICTIONS OR CAPS, WHICH WILL BE SPECIFIED AND NOTIFIED TO PURCHASER BY SELLER AT THE TIME THE COUPONS ARE ISSUED TO PURCHASER. 4.8IF THE SHIPMENT IS DELAYED FOR MORE THAN 120 DAYS BEYOND THE ESTIMATED SHIPPING DATE (IF SUCH ESTIMATED SHIPPING DATE IS EXPRESSLY PROVIDED BY SELLER IN THE ELECTRONIC ORDER CONFIRMATION), PURCHASER MAY CONTACT SELLER TO REQUEST TERMINATION OF THE AFFECTED ORDER. ONCE AN ORDER IS TERMINATED, THE PRODUCTS UNDER THAT ORDER WILL NOT BE SHIPPED, AND THE PAYMENT RECEIVED FOR THAT ORDER SHALL NOT BE REFUNDED; INSTEAD, A CREDIT EQUAL TO SUCH 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”), YOU MUST NOT CLICK "AGREE TO THIS AGREEMENT" OR PAY FOR ANY ORDER. FOR CLARITY, WHEN CALCULATING THE NUMBER OF DELAYED DAYS PURSUANT TO CLAUSES 4.7 AND CLAUSE 4.8, SUCH CALCULATION SHALL COMMENCE ON THE LAST DAY OF THE ESTIMATED SHIPPING DATE RANGE. FOR INSTANCE, IF THE ESTIMATED SHIPPING DATE IS SPECIFIED AS MARCH TO MAY 2025, THE COUNT OF DELAYED DAYS SHALL COMMENCE ON MAY 31, 2025. FOR CLARITY, CLAUSE 4.7 AND CLAUSE 4.8 SHALL ONLY APPLY TO THE COMPLETE MINING RIGS PURCHASED HEREUNDER AND SHALL NOT APPLY TO ANY PARTS AND ACCESSORIES SEPARATELY PURCHASED. 4.9IN CASE OF PURCHASER’S FAILURE TO MAKE ANY BALANCE PAYMENT (AFTER ANY PREPAYMENT) OF AN ORDER WITHIN THE AGREED TIME FRAME OR IN CASE OF PURCHASER’S MATERIAL BREACH OF THIS AGREEMENT WHICH (IF CURABLE) IS NOT CURED WITHIN THE AGREED TIME FRAME, SELLER SHALL HAVE THE RIGHT, AT ANY TIME AND WITHOUT PREJUDICE TO ANY OTHER RIGHTS OR REMEDIES, TO TERMINATE THE ORDER AND/OR THIS AGREEMENT IMMEDIATELY BY WRITTEN NOTICE AND REQUIRE PURCHASER TO BEAR LIQUIDATED DAMAGES EQUAL TO 30% OF THE TOTAL PRODUCT PRICE HEREIN. SELLER SHALL HAVE THE RIGHT TO DEDUCT SUCH LIQUIDATED DAMAGES FROM ANY AMOUNT PAID BY PURCHASER, AND IF SUCH AMOUNTS ARE INSUFFICIENT, PURCHASER SHALL PAY THE SHORTFALL IMMEDIATELY UPON DEMAND. ANY SURPLUS AFTER DEDUCTION SHALL BE CREDITED TO PURCHASER’S ACCOUNT BALANCE (WITHOUT INTEREST). THE PARTIES AGREE AND CONFIRM THAT SUCH LIQUIDATED DAMAGES CONSTITUTE 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 IN ALL RESPECTS TO PROTECT SELLER’S LEGITIMATE INTEREST IN PERFORMANCE. 4.10For the avoidance of doubt, any compensation, or other monetary amounts under this Agreement that are calculated based on the Total Product Price or any payment made by Purchaser shall be denominated and calculated in USD. The currency used by Purchaser to make payment (including cryptocurrency) shall not affect such USD-denominated calculation. 4.11Should the Product(s) be returned to Seller due to failed delivery by the Designated Carrier for any reason, Seller shall have the sole discretion to determine whether to reship the Product(s) to Purchaser. Any and all additional costs, expenses, and risks arising from any such re-shipment shall be borne solely by Purchaser and shall be paid in full prior to re-shipment. 4.12Seller is not responsible or liable for any loss, damage, or delay related to the Product(s) that may arise from confiscation, detention, seizure, inspection, or any other actions taken by customs authorities, government agencies, or regulatory bodies after the Product(s) have been shipped by Seller. 5.Warranty 5.1.TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY AGREES AND UNDERSTANDS THAT THE PRODUCT(S) ARE SOLD ON A FINAL BASIS AND ARE NEITHER RETURNABLE NOR REFUNDABLE. 5.2.Seller provides a limited warranty for all Warranted Products (as defined below) delivered under this Agreement for a period of 365 days from the Date of Delivery (the “Warranty Period”). During the Warranty Period, if any defect in the Warranted Product is discovered—excluding those arising under the circumstances set forth in Clause 5.4—Seller’s sole obligation shall be, at its sole discretion, to repair or replace such defective Warranted Products. For the avoidance of doubt, Purchaser shall bear the cost of inbound shipping to the repair center designated by Seller, and Seller shall bear the return shipping costs for any repaired or replaced Warranted Products. In the case of a DOA (as defined in the After-Sales Policy on the Website) or a second-time DOA (as defined in the After-Sales Policy on the Website), Purchaser may be eligible to receive a shipping subsidy (“Shipping Subsidy”) from Seller in the form of a coupon, subject to Purchaser providing authentic proof of the shipping costs incurred in accordance with the After-Sales Policy on the Website. Purchaser hereby acknowledges and agrees that any matters related to after-sales service not expressly addressed in this Agreement shall be governed by the After-Sales Policy published on the Website. Seller reserves the right to update or modify the After-Sales Policy at any time, with or without prior notice to Purchaser. It is the responsibility of Purchaser to regularly review the After-Sales Policy for any such updates or modifications. Purchaser shall solely bear (i) any customs duties, taxes and other fees (if applicable) not expressly stated to be borne by Seller in relation to the Warranted Products, (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 during transportation (including both inbound and return shipments). 5.3.PLEASE NOTE: ONLY THE FOLLOWING ITEMS ARE CONSIDERED “WARRANTED PRODUCTS”: (A) IF PURCHASER PURCHASES COMPLETE MINING RIGS, THEN THE ENTIRE MINING RIGS SHALL BE COVERED UNDER WARRANTY DURING THE WARRANTY PERIOD IN ACCORDANCE WITH THIS AGREEMENT. (B) IF PURCHASER PURCHASES PARTS AND ACCESSORIES SEPARATELY, THEN ONLY THE POWER SUPPLY UNITS (“PSU”) AND PCBA CONTROL BOARDS ARE COVERED UNDER WARRANTY. ALL OTHER SEPARATELY PURCHASED PARTS AND ACCESSORIES ARE EXCLUDED FROM THE WARRANTY AND ARE PROVIDED STRICTLY “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY FROM SELLER. FOR THE AVOIDANCE OF DOUBT, THE FOLLOWING ITEMS ARE EXCLUDED FROM THE SCOPE OF WARRANTY, WHETHER OR NOT SOLD SEPARATELY OR AS PART OF A COMPLETE MINING RIG: SERVER BLANK-OFF PANELS, NYLON CABLE TIES, CABLE SIGNS, PVC SLOTS, AND PVC BUCKLES. 5.4.Purchaser agrees that the warranty does not apply to the following circumstances. Seller does not provide any warranty remedies (each, a "Denied Warranty Claims") under any of the following circumstances: (a)damage or loss caused by improper handling (e.g. crushing and dropping), transportation, installation (e.g. improper securing, component detachment, unstable link, or circuit board breakage, etc.), maintenance or repair by Purchaser or any third party; (b)damage or loss caused by electrical issues, including but not limited to overvoltage, undervoltage, electricity leakage, power surges, or exposures to unstable or non-compliant power sources; (c)use of the Product(s) outside its intended operating parameters or specifications (e.g. overclocking of mining rigs or use of incompatible voltage for power supplies), or unauthorized modifications of operating settings by Purchaser or any third party; (d)damage or loss resulting from negligence, misuse, or willful misconduct by Purchaser or any third party, including but not limited to fire, water exposures, thefts or tampering; (e)failure to use or operate the Product(s) in accordance with the user manuals or product instructions outlined in the relevant Product pages on the Website and the manuals, including but not limited to using the product in environments with excessive heat or cold, corrosive gases, high humidity, dust, or poor air quality; (f)damage or loss caused by use of unauthorized or third-party accessories, parts, or equipment—including but not limited to power supplies, control boards, fans, cables, etc.—that are not approved by Seller; (g)use of unofficial or unauthorized supporting software and/or hardware that interacts with the Product(s); (h)damage or loss caused by the reason of Purchaser or third party connecting the Product(s) to unstable, overload, or non-compliant electrical sockets or power strips; (i)damage or loss caused by a Force Majeure Event; (j)normal wear and tear of the Product(s); (k)unauthorized disassembly, alteration, repair, or modification of the Product(s) by Purchaser or any unauthorized third party, including but not limited to re-soldering, replacing internal chips, or opening sealed power supplies; (l)missing, altered, or defaced warranty stickers or SN labels, or any situation in which Seller is unable to determine whether the Product(s) are within the Warranty Period for reasons not attributed to Seller; and/or (m)any hardware modification to the original structure or components of the Product(s) without Seller’s prior written permission. 5.5.EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER MAKES NO WARRANTY OF ANY KIND, 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 WARRANTY PERIOD SET FORTH IN THIS AGREEMENT, AND SELLER’S SOLE AND EXCLUSIVE LIABILITY FOR BREACH OF SUCH WARRANTIES SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT, OR THE REPLACEMENT VALUE OF THE DEFECTIVE PRODUCT, AT SELLER’S SOLE DISCRETION. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, SELLER RESERVES THE RIGHT TO MAKE CHANGES OR IMPROVEMENTS TO THE DESIGN, FIRMWARE, COMPONENTS, OR MANUFACTURING PROCESS AT ANY TIME, WITHOUT ANY OBLIGATION TO IMPLEMENT SUCH CHANGES OR IMPROVEMENTS TO THE PRODUCTS PREVIOUSLY MANUFACTURED AND/OR SOLD. 6.Indirect Taxes and Withholding Taxes 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). Purchaser shall gross up payments to account for any withholding taxes, ensuring that Seller receives the full payment due. Purchaser agrees to indemnify Seller for any penalties, interest, or additional tax liabilities incurred due to Purchaser's non-compliance with this Clause 6. 7.Restrictions and Obligations 7.1Purchaser 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)supporting, inciting, facilitating or participating in any terrorist activities; and/or (b)participating or facilitating in any money laundering activities. 7.2Purchaser certifies that the Products provided by Seller will not be made available to, the following persons (each, a "Restricted Person"): (a) any person (individual or entity) that is the target of any economic or financial sanctions administered or enforced by the United States (including those administered by the Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce), European Union, United Nations Security Council, or Singapore (collectively, “Sanctions”), including, but not limited to, any person that is registered, operating, or resident in a jurisdiction subject to comprehensive sanctions administered by the United States; (b) any person designated on one of the restricted party lists administered by the U.S. Government, including without limitation, the Entity List, Military End User List, Unverified List, or Specially Designated Nationals and Blocked Persons List; (c) any entity which is directly or indirectly owned 50% or more, whether individually or in aggregate, by a person described in (a) or (b); or (d) any person that is otherwise restricted under Seller’s compliance obligations and/or internal risk control policies, which Seller reserves the right to amend from time to time. Purchaser agrees that Seller shall have the right to modify the definition of “Restricted Person” and/or “Sanctions” from time to time to comply with the applicable laws and regulations. 7.3Purchaser certifies that the Products provided by Seller will not be made available, without prior authorization from Seller, to any person (individual or entity) operating in the following jurisdictions: Cuba, Iran, North Korea, Syria, Russia, Belarus, the occupied Crimea region of Ukraine, or the covered regions of Ukraine (i.e., the Donetsk People's Republic and Luhansk People's Republic). 7.4Purchaser certifies that the Products provided by Seller will not be used for any of the restricted end-uses identified under 15 C.F.R. Part 744, including nuclear, rocket systems and unmanned aerial vehicles, chemical and biological weapons, military and military-intelligence, and advanced semiconductor manufacturing and supercomputer end-uses, as those terms are defined under 15 C.F.R. Part 744. 7.5Purchaser agrees to provide within ten (10) days all documentation and other information reasonably requested by Seller in its sole discretion pursuant to Seller’s “know your customer” and “anti-money laundering” rules and policies. Purchaser hereby acknowledges and agrees that Seller may withhold shipping the Product(s) if it does not receive the requested documents and/or other information within 10 days from such request. 7.6Purchaser shall be solely responsible for the security of its Account password (or other relevant security devices). Any operations performed 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 shall not be 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. 7.7Purchaser 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 8.1Each 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; and (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. 8.2Purchaser warrants and represents that it is not a Restricted Person (as defined in Clause 7.2) and Purchaser shall ensure and represent that no party to the transaction, including any transferee, assignee, nor end user of the Product(s) provided under this Agreement is a Restricted Person. Purchaser agrees to immediately notify Seller, if at any point, (a) it becomes a Restricted Person; or (b) it becomes aware that a party to the transaction, including any transferee, assignee, or end user of the Product(s) is or becomes a Restricted Person. 8.3Purchaser 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. 8.4Purchaser warrants and represents that it is purchasing 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 Personal Data Protection Act 2012 of Singapore, including obtaining the appropriate consent from the individuals to whom the Personal Data relates to 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. 8.6Purchaser 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 and/or its Affiliates 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 8. For the purpose of this Agreement. "Household Use" refers to the use of a product or equipment in a domestic or residential setting. 9.Indemnification and Limitation of Liability 9.1Purchaser 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) negligence or misconduct by Purchaser; and (iii) any matter for which Purchaser has agreed to indemnify Seller and/or its Affiliates under this Agreement or otherwise. 9.2NOTWITHSTANDING 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, INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS OR OTHER TORTIOUS ACTION, OR AN ACTION IN EQUITY. PURCHASER HEREBY UNDERSTANDS AND AGREES THAT, UNLESS OTHERWISE EXPRESSLY AGREED IN THIS AGREEMENT, SELLER, 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)); AND/OR (e)FORCE MAJEURE EVENTS. 9.3TO 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, INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER CAUSE OF ACTION SHALL BE LIMITED TO AND NOT EXCEED THE AMOUNT OF THE PAYMENT ACTUALLY RECEIVED BY SELLER (IN USD) FROM PURCHASER FOR THE PRODUCT(S) THAT ARE THE SUBJECT OF THE CAUSE OF ACTION. 9.4To 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. 9.5The 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 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, agent and/or representative of Seller, Purchaser must enter into a separate written agreement with Seller, which shall explicitly outline the terms and conditions of such a relationship. 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 11.1Seller hereby grants Purchaser a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use the Product(s) and Intellectual Property Rights in and to the Product(s), including the software of the Product(s) that Seller provides under this Agreement. This Agreement does not constitute a waiver of any Seller (and/or its Affiliates)’s rights under the intellectual property law of Singapore or any other jurisdiction or any other federal, state or foreign law. 11.2All rights, title and interest in and to the Product(s), 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, is and shall remain the sole and exclusive property of Seller (or its Affiliates) and/or its licensors (if applicable). Purchaser shall not illegally use the Product(s) or infringe the Intellectual Property Rights of the Product(s) in any way whatsoever. Purchaser shall not, and shall ensure that no third party, disassemble, decompile, reverse engineer, modify without Seller’s authorization, or otherwise attempt to extract the source code, underlying algorithms, or any other intellectual property embedded within the Product(s) with the intent to misuse Seller (or its Affiliates)'s Intellectual Property Rights. Otherwise, without prejudice to any other rights or remedies Seller (or its Affiliates) 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 all 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 (or its Affiliates) and/or its licensors (including reputational loss), and/or indemnify Seller (or its Affiliates) and/or its licensors for all losses suffered by Seller (or its Affiliates) and/or its licensors arising out of or in connection with a breach of this Clause 11 by Purchaser. 11.3If Purchaser receives any third-party claim alleging infringement of third-party Intellectual Property Rights, Purchaser shall immediately notify Seller in writing and grant the Seller sole control over the defense or settlement of such claim. If the Product(s) is held to infringe such third-party Intellectual Property Rights, Seller shall take reasonable steps to: (a) procure all necessary rights; or (b) modify the Product(s) to a non-infringing equivalent. 12.Confidentiality 12.1All 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. 12.2Each 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. 12.3Each 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 no less restrictive than 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. 12.4No 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 13.1This 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 in full force and effect until each Party to this Agreement has fulfilled its obligations hereunder, unless terminated in accordance with Clause 13.2 (the “Term”). 13.2Seller shall be entitled to terminate this Agreement (including any relevant Order) with immediate effect upon written notice to Purchaser if: (a)Purchaser fails to pay the Total Order Amount (including any applicable installment payment, if applicable), strictly in accordance with the payment terms, and such failure is not cured within 24 hours from being notified by Seller; (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 (if curable) 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 all or any material part of its obligations under this Agreement; 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. 13.3Termination 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 and regulations related to export controls (including, without limitation, U.S. export controls administered under the Export Administration Regulations (15 C.F.R. Parts 730-774)), import controls, and Sanctions and shall not take any action that would cause Seller or any of its Affiliates to be in violation of any applicable laws or regulations related to export controls, import controls, or Sanctions. Purchaser shall also be fully and solely 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 or regulations relating to export controls, import controls, or Sanctions. 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 threats or acts, sabotage, blockade, fire, lightning, acts of God, national or regional emergencies, strikes, riots, insurrections, civil commotions, civil unrest, labor disputes or industry-wide stoppages, quarantine restrictions, epidemics, pandemics or similar public health outbreaks, earthquakes, floods, hurricanes, storms or other extreme weather events, explosions, embargoes, governmental or regulatory actions, regulatory or administrative changes, administrative delays, shortages of raw materials or key components, power blackouts or telecommunication outages, acts or omissions of hackers, internet service providers or any other third party, transportation or logistics disruptions, and other events of a similar nature beyond the Affected Party’s control (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.In the event that such Force Majeure Event prevents Seller from performing its obligations for a period of sixty (60) days or more from the date of such Force Majeure Event, Seller shall have the right, at its sole discretion, to terminate this Agreement with immediate effect by giving written notice to Purchaser. 16.Entire Agreement This Agreement constitutes the entire and exclusive understanding and agreement between Purchaser and Seller regarding the sales and purchase of the Product(s), and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Purchaser and Seller regarding the sales and purchase of the Product(s). In the event that the Parties subsequently enter into a separate written agreement after the Purchaser’s acceptance of this Agreement (the “Subsequent Offline Agreement”), the terms of such Subsequent Offline Agreement shall prevail to the extent of any conflict or inconsistency with this Agreement. 17.Assignment Purchaser may not assign or transfer this Agreement by operation of law or otherwise, without Seller’s prior written consent. Any attempt by Purchaser to assign or transfer this Agreement, without such consent, will be void. Seller may assign or transfer this Agreement without Purchaser’s consent, provided that any such assignment or transfer does not relieve Seller of its obligations hereunder unless assumed in writing by the assignees. 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. 18.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. 19.No Waiver Any 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. 20.Further Assurance Purchaser undertakes to Seller 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 Seller the full benefit of this Agreement. 21.Rights of Third Parties Save as expressly provided in this Agreement, a person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Agreement. 22.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 shall be deemed the date on which such notice is transmitted. Purchaser may contact Seller for issues and questions relating to this Agreement by sending an email to [[email protected]]. 23.Governing Law and Dispute Resolution 23.1.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. 23.2.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 23.2. The seat of the arbitration shall be Singapore. Unless otherwise agreed by both Parties, the Tribunal shall consist of three (3) arbitrators, one to be appointed by Purchaser, one to be appointed by Seller 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 of Singapore 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. 23.3.Notwithstanding Clause 23.2 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. 23.4.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. 24.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. 25.Order of Precedence The Parties hereby further acknowledge and agree, in the event of any conflict among the provisions of the Final Order Records, the Electronic Order Confirmation, and this Agreement, the following order of precedence shall apply, with the higher-listed document prevailing over the lower-listed document: (a)The Final Order Records; (b)the Electronic Order Confirmation; and (c)this Agreement. For the avoidance of doubt, a matter that is addressed in one document but not mentioned in another shall not be deemed a conflict or inconsistency.