BITDEER GPU CLOUD SERVICES AGREEMENT

This GPU Cloud Services Agreement (this "Agreement") is between Straitdeer Pte. Ltd. ("Bitdeer") and the individual or entity that has executed this Agreement ("You"). This Agreement sets forth the terms and conditions that govern the provision of Services to You under this Agreement.

IT IS AGREED as follows:

1. General Terms

1.1 BITDEER RESERVES THE RIGHT TO CHANGE OR MODIFY THE TERMS OF THIS AGREEMENT AT ANY TIME AT ITS SOLE DISCRETION. IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THIS AGREEMENT FOR THE LATEST CHANGES. Any changes or modifications of this Agreement shall take effect once it is published on Bitdeer's website (unless the effective time is otherwise prescribed). You agree that by using the Services (as defined below) provided by Bitdeer following any changes to this Agreement, you are agreeing to accept such changes.

1.2 If you have any objections to the changes to this Agreement or if you are dissatisfied with the Services (as defined below) provided by Bitdeer, you should immediately: (a) stop using the Services; and (a) inform Bitdeer to stop providing the Services to you.

2. Definitions and Interpretation

2.1 Definitions

"Affiliate" means, with respect to any person, another person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person.

"Applications" means all software programs, including any source code for such programs, that You or Your Users provide and load onto, or create using, any Services. For the avoidance of doubt, Services under this Agreement and all derivative works thereof do not fall within the meaning of the term "Applications".

"Business Day" means a day other than a Saturday, Sunday or public holiday in Singapore, when banks are open for business.

"Content" means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material (other than Your Applications), in any format, provided by You or Your Users that reside in, or run on or through, the Services Environment.

"Order" means the order placed for the Services entered into between You and Bitdeer, either via an order form or online on Bitdeer's website.

"Parties" means You and Bitdeer, and "Party" means either of them.

"Personal Data" means: (a) personal data, whether true or not, about an individual who can be identified from that data alone, or from that data and other information to which the organisation has or is likely to have access; and (b) personal data which has the equivalent meaning under any applicable data protection laws, including the Personal Data Protection Act 2012 of Singapore.

"Separately Licensed Third Party Technology" refers to third party technology that is licensed under separate license terms and not under the terms of this Agreement.

"Services" means the cloud services provided by Bitdeer to You from time to time, as specified in the Order.

"Services Environment" refers to the combination of hardware and software components owned, licensed or managed by Bitdeer to which Bitdeer grants You access as part of the Services.

"Third Party Content" means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Bitdeer and made available to You through, within, or in conjunction with Your use of, the Services. Third Party Content does not include Separately Licensed Third Party Technology.

"Users" means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with this Agreement.

2.2 Interpretation:

(a) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. Commencement and Term

This Agreement shall commence on the commencement date specified in the Order and shall continue for the term specified therein (the "Term").

4. Rights Granted

4.1 During the Term and subject to payment of the Service Fees, and except as otherwise set forth in this Agreement, You shall have a non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Services, solely for Your internal business operations and subject to the terms of this Agreement.

4.2 You do not acquire under this Agreement any right or license to use the Services, including the Services Environment, in excess of the scope and/or duration of the Services stated in this Agreement.

4.3 You grant Bitdeer the right to use, process and transmit, in accordance with this Agreement, Your Content and Applications during the Term plus any additional post-termination period during which Bitdeer provides You with access to retrieve an export file of Your Content and/or Applications. If Your Applications include third party programs, You acknowledge that Bitdeer may allow providers of those third party programs to access the Services Environment, including Your Content and/or Applications, as required for the interoperation of such third party programs with the Services. Bitdeer will not be responsible for any use, disclosure, modification or deletion of Your Content or Applications resulting from any such access by third party program providers or for the interoperability of such third party programs with the Services.

4.4 The Services may contain or require the use of Separately Licensed Third Party Technology. You are responsible for complying with the separate terms specified by Bitdeer that govern Your use of such Separately Licensed Third Party Technology (including but not limited to third party end user license agreements from time to time). The third party owner, author or provider of such Separately Licensed Third Party Technology retains all ownership and intellectual property rights in and to such Separately Licensed Third Party Technology.

4.5 Bitdeer may also provide You with access to Third Party Content within the Services Environment. The third party owner, author or provider of such Third Party Content retains all ownership and intellectual property rights in and to that content, and Your rights to use such Third Party Content are subject to, and governed by, the terms applicable to such content as specified by such third party owner, author or provider.

5. Your Obligations

5.1 You shall:

(a) co-operate with Bitdeer in all matters relating to the Services;

(b) provide, in a timely manner, such information as You may reasonably require (including all necessary know-your-client information as Bitdeer may request from time to time), and ensure that it is accurate and complete in all material respects;

(d) accept and comply with the terms of the Nvidia Cloud End User License Agreement and the Nvidia DGX Solution Software License Agreement, as from time to time amended, copies of which are available online at Bitdeer's website.

5.2 You will not:

(a) use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other person's use and enjoyment of the Services;

(b) modify, make derivative works of, disassemble, decompile, or reverse engineer any part of the Services unless required to be permitted by law for interoperability, or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Bitdeer;

(d) perform or disclose any of the following without Bitdeer's prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;

(e) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services or Services Environment available to any third party without Bitdeer's prior written consent; and

(f) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, any part of the Services.

5.3 If Bitdeer's performance of its obligations under this Agreement is prevented or delayed by any act or omission of You, your agents, subcontractors, consultants or employees, Bitdeer shall:

(a) not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Service Fees despite any such prevention or delay; and

(c) be entitled to recover any additional costs, charges or losses that Bitdeer sustains or incurs that arise directly or indirectly from such prevention or delay.

6. Use of the Services

6.1 You are responsible for identifying and authenticating all of Your Users for approving access by such Users to the Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. Bitdeer is not responsible for any harm caused by Your Users, including individuals who were not authorized to have access to the Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis by You. You are responsible for all activities that occur under Yours' and Your Users' usernames, passwords or accounts or as a result of Yours or Your Users' access to the Services, and agree to notify Bitdeer immediately of any unauthorized use.

6.2 You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Bitdeer under this Agreement, Bitdeer reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material. Bitdeer shall have no liability to You in the event that Bitdeer takes such action. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of its Content and Applications.

6.3 You are required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, "Patches") necessary for the proper function and security of the Services as such Patches are generally released by Bitdeer.

7. Service Fees and Payment

7.1 The fees for the Services (the "Service Fees") are as specified in the Order.

7.2 Bitdeer shall submit invoices for the Service Fees to You from time to time as per the payment schedule (if any) specified in the Order.

7.3 You shall pay each invoice due and submitted to You by Bitdeer, in accordance with the terms of such invoice and the Order.

7.4 All amounts due under this Agreement from You to Bitdeer shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Suspension

8.1 Bitdeer may temporarily suspend the Services and access to the Services Environment if:

(a) You fail to make any payment due to Bitdeer under this Agreement or any invoice by the due date for payment;

(b) You or Your Users violate any provision of this Agreement;

(c) in Bitdeer's reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality;

(d) there is an ongoing dispute between You and Bitdeer.
8.2 Bitdeer will provide advance notice to You of any such suspension in Bitdeer's reasonable discretion based on the nature of the circumstances giving rise to the suspension.

8.3 Bitdeer will use reasonable efforts to re-establish the affected Services promptly after Bitdeer determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured.

8.4 Bitdeer may terminate this Agreement if any of the foregoing causes of suspension is not cured within 30 days after Bitdeer's initial notice thereof.

8.5 Any suspension by Bitdeer under this Clause shall not excuse You from Your obligation to make payment(s) under this Agreement.

9. Termination

9.1 This Agreement shall automatically terminate at the end of the Term.

9.2 Bitdeer may terminate this Agreement by giving You not less than 30 days' written notice.

9.3 Without affecting any other right or remedy available to it, Bitdeer may terminate this Agreement with immediate effect by giving written notice to You:

(a) if You fail to pay any amount due under this Agreement on the due date for payment;

(b) if You commit a material breach of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

(d) if You repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that Your conduct is inconsistent with You having the intention or ability to give effect to the terms of this Agreement;

(e) If You suspend, or threaten to suspend, payment of Your debts or is unable to pay Your debts as they fall due or admits inability to pay Your debts;

(f) If You become the subject of a petition in bankruptcy or any other proceeding (including the passing of any resolution) relating to insolvency, receivership, liquidation, assignment for the benefit of creditors (other than any proceedings within the ambit of section 440 of the Insolvency, Restructuring and Dissolution Act 2018 of Singapore), which is not dismissed within a period of sixty (60) calendar days;

(g) If a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up (You being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or solvent reconstruction;

(h) If any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in Clause 9.3(e) to Clause 9.3(g) (inclusive);

(i) If Your financial position deteriorates so far as to reasonably justify the opinion that Your ability to give effect to the terms of this Agreement is in jeopardy;

(j) If You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business; or

(k) If You undergo a change of control.

For the purposes of Clause 9.3(b), a "material breach" means a breach that has a serious effect on the benefit Bitdeer would otherwise derive from this Agreement.

9.4 On termination of this Agreement for whatever reason:

(a) You shall no longer have rights to access or use the Services. However, at Your request, and for a period of up to 60 days after the date of termination of this Agreement, Bitdeer will make available to You Your Content and Applications as existing in the Services Environment on the date of termination. At the end of such 60-day period, and except as may be required by law, Bitdeer will delete or otherwise render inaccessible any of Your Content and Applications that remain in the Services Environment;

(b) You shall immediately pay to Bitdeer all of Bitdeer's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Bitdeer may submit an invoice, which shall be payable immediately on receipt;

(c) any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect; and

(d) termination of this Agreement shall not affect any of the rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

9.5 Any termination by Bitdeer under this Clause shall not excuse You from Your obligation to make payment(s) under this Agreement.

10. Disclaimers and Exclusive Remedies

10.1 Bitdeer does not guarantee that:

(a) the Services will be performed error-free or uninterrupted, or that Bitdeer will correct all Services errors;

(b) the Services will operate in combination with Your content or applications, or with any other hardware, software, systems or data not provided by Bitdeer, and

10.2 You acknowledge that Bitdeer does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Bitdeer is not responsible for any delays, delivery failures, or other damage resulting from such problems.

10.3 Bitdeer is not responsible for any issues related to the performance, operation or security of the Services that arise from Your Content, Applications or Third Party Content. Bitdeer does not make any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of Third Party Content, and disclaims all liabilities arising from or related to Third Party Content.

10.4 To the extent not prohibited by law, Bitdeer makes no warranty in relation to the Services or the Services Environment and all warranties or conditions, whether express or implied, are expressly excluded, including for software, hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose.

11. LIMITATIONS OF LIABILITY

11.1 REFERENCES TO LIABILITY IN THIS CLAUSE 11 INCLUDE EVERY KIND OF LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT INCLUDING LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE.

11.2 NOTHING IN THIS AGREEMENT LIMITS ANY LIABILITY WHICH CANNOT LEGALLY BE LIMITED INCLUDING LIABILITY FOR:

(a) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; AND

(b) FRAUD OR FRAUDULENT MISREPRESENTATION.

11.3 SUBJECT TO CLAUSE 11.2, BITDEER'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO BITDEER BY YOU FOR THE SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM BITDEER (IF ANY).

11.4 SUBJECT TO CLAUSE 11.2, BITDEER SHALL NOT BE LIABLE TO YOU UNDER THIS AGREEMENT FOR ANY:

(a) LOSS OF PROFITS;

(b) LOSS OF SALES OR BUSINESS;

(d) LOSS OF ANTICIPATED SAVINGS;

(e) LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION;

(f) LOSS OF OR DAMAGE TO GOODWILL; AND

(g) INDIRECT OR CONSEQUENTIAL LOSS.

11.5 SUBJECT TO CLAUSE 11.2, ALL IMPLIED TERMS AND CONDITIONS AS TO THE QUALITY OR PERFORMANCE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT.

11.6 EXCEPT FOR ACTIONS FOR NON-PAYMENT OR BREACH OF BITDEER'S PROPRIETARY RIGHTS, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.

12. INDEMNITIES

12.1 IF A THIRD PARTY MAKES A CLAIM AGAINST BITDEER THAT ANY INFORMATION, DESIGN, SPECIFICATION, INSTRUCTION, SOFTWARE, SERVICE, DATA, HARDWARE, OR MATERIAL FURNISHED BY YOU AND USED BY BITDEER INFRINGES THE THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, YOU, AT YOUR SOLE COST AND EXPENSE, WILL DEFEND BITDEER AGAINST THE CLAIM AND INDEMNIFY BITDEER FROM THE DAMAGES, LIABILITIES, COSTS AND EXPENSES AWARDED BY THE COURT TO THE THIRD PARTY CLAIMING INFRINGEMENT OR THE SETTLEMENT AGREED TO BY BITDEER.

12.2 YOU SHALL INDEMNIFY BITDEER IN FULL AGAINST ALL LIABILITIES, COSTS, EXPENSES, DAMAGES AND LOSSES (INCLUDING ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSSES, LOSS OF PROFIT, LOSS OF REPUTATION AND ALL INTEREST, PENALTIES AND LEGAL COSTS (CALCULATED ON A FULL INDEMNITY BASIS) AND ALL OTHER PROFESSIONAL COSTS AND EXPENSES) SUFFERED OR INCURRED BY BITDEER ARISING OUT OF, OR IN CONNECTION WITH:

(a) ANY BREACH BY YOU OF THIS AGREEMENT; AND

(b) ANY FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE AND/OR WILFUL MISCONDUCT ON YOUR PART.

13. Third Party Websites, Content, Products and Services

13.1 The Services may enable You to link to, transmit its Content to, or otherwise access, other Web sites, content, products, services, and information of third parties. Bitdeer does not control and is not responsible for such Web sites or any such content, products, services and information accessible from or provided through the Services, and You bear all risks associated with access to and use of such Web sites and third party content, products, services and information.

13.2 Any Third Party Content made accessible by Bitdeer in or through the Services Environment is provided on an "as-is" and "as available" basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and You acknowledge that Bitdeer is not responsible for and under no obligation to control, monitor or correct Third Party Content.

13.3 You acknowledge that: (i) the nature, type, quality and availability of Third Party Content may change at any time during the Term, and (ii) features of the Services that interoperate with third parties such as Facebook^TM, YouTube^TM and Twitter^TM, etc. (each, a "Third Party Service"), depend on the continuing availability of such third parties' respective application programming interfaces (APIs) for use with the Services. Bitdeer may update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by Bitdeer in its sole discretion, Bitdeer may cease providing access to the affected Third Party Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party Services or APIs, including their availability or unavailability, during the Term does not affect Your obligations under this Agreement, and You will not be entitled to any refund, credit or other compensation due to any such changes.

14. Services Tools & Analyses

14.1 Bitdeer may use tools, scripts, software, and utilities (collectively, the "Tools") to monitor and administer the Services and to help resolve Your service requests. Information collected by the Tools (excluding Your Content and Applications) may also be used to assist in managing Bitdeer's product and service portfolio, to help Bitdeer address deficiencies in its product and service offerings, and for license and Services management.

14.2 Bitdeer may: (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (sub-clauses (i) and (ii) are collectively referred to as "Service Analyses"). Bitdeer may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify You or any individual, and Service Analyses do not constitute personal data. Bitdeer retains all intellectual property rights in Service Analyses.

15. Export

Relevant local export laws and regulations apply to the Services. You agree that such applicable export laws govern Your usage of the Services (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such applicable export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

16. Warranties

16.1 You represent, warrant and undertake to Bitdeer that:

(a) The obligations expressed to be assumed by You under this Agreement are legal, valid, binding and enforceable obligations. (b) You have the power to enter into, perform and deliver, and has taken all necessary action to authorize Your entry into, performance and delivery of this Agreement and the transactions contemplated by this Agreement.

(c) The entry into and performance by You of, and the transactions contemplated by this Agreement do not and will not conflict with:

(i) any applicable law;

(ii) Your constitutional documents; or

(iii) any agreement or instrument binding upon You or any of Your assets.

(d) All licences, approvals and/or authorizations required:

(i) to enable You lawfully to enter into, exercise Your rights under and comply with Your obligations under this Agreement;

(ii) to ensure that those obligations are legal, valid, binding and enforceable; and

(iii) to make this Agreement admissible in evidence in Your jurisdiction of incorporation,

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) You are 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; or

(iii) any authorization being subject to a condition or requirement which You do not reasonably expect to satisfy or the compliance with which has or could reasonably be expected to have a material adverse effect.

(f) You are not insolvent, are able to pay Your debts when due and have not entered into any arrangement or compromise with any creditors.

(g) You are not the target of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury or Singapore ("Sanctions"), including by being listed on the Specially Designated Nationals and Blocked Persons (SDN) List maintained by OFAC or any other Sanctions list maintained by one of the foregoing governmental authorities, directly or indirectly owned or controlled by one or more SDNs or other Persons included on any other Sanctions list, or located, organized or resident in a country or territory that is the target of Sanctions, and (ii) the transaction hereunder will not violate any Sanctions or import and export control related laws and regulations.

(h) All information supplied by You to Bitdeer is and shall be true and correct, and the information does not contain and will not contain any statement that is false or misleading.

16.2 You represent, warrant and undertake to Bitdeer that for any Personal Data that You will be or are disclosing to Bitdeer, You would have, prior to disclosing such Personal Data, complied with applicable data protection laws including the Personal Data Protection Act 2012 of Singapore, including obtaining the appropriate consent from the individuals to whom the Personal Data relates and is being disclosed, in order to:

(a) permit You to disclose such individuals' Personal Data to Bitdeer for the purposes of this Agreement; and

(b) permit Bitdeer and/or its Affiliates to collect, use, disclose and/or process the Personal Data for the purposes of this Agreement.

17. Force Majeure

Neither Party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated Party. The Party affected by such force majeure event will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, the Party not affected may terminate this Agreement immediately by giving written notice to the affected Party. This Clause does not excuse either Party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.

18. Confidentiality

18.1 By virtue of this Agreement, the Parties may have access to information that is confidential to one another, which may include one Party's trade secrets, business, proprietary and/or technical information, including, without limitation, whether in writing, oral or visual, business plans or projections, hardware and software designs or engineering techniques, know-how, show-how, research plans and projects, pricing policies, cost information, supplier and customer lists and contracts, manufacturing techniques, applications and service policies, financial and sales performance data, personnel information, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by a Party), in addition to all information the disclosing Party receives from others under an obligation of confidentiality (individually and collectively "Confidential Information"). Confidential Information shall also include all other information considered to be confidential by the disclosing Party and all information which has not been made public by the disclosing Party.

18.2 A Party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party's lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on the disclosure; or (d) is independently developed by the other Party.

18.3 Each Party agrees not to disclose each other's Confidential Information to any third party other than as set forth in the following sentence for a period of three years from the date of the disclosing Party's disclosure of the Confidential Information to the receiving Party.

18.4 Each Party may disclose Confidential Information only to those employees, agents or subcontractors on a need to know basis, and shall ensure that such employees, agents or subcontractors are required to protect such Confidential Information against unauthorized disclosure in a manner no less protective than required under this Agreement.

18.5 Nothing shall prevent either Party from disclosing the other Party's Confidential Information in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law or a court order.

19. Audit

Bitdeer may audit Your use of the Services (e.g., through use of software tools) to assess whether Your use of the Services is in accordance with this Agreement. You agree to cooperate with Bitdeer's audit and provide reasonable assistance and access to information. You agree that Bitdeer shall not be responsible for any of Your costs incurred in cooperating with the audit.

20. General

20.1 Assignment

(a) You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without Bitdeer's prior written consent.

(b) Bitdeer may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

20.2 Entire Agreement

(a) This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each Party acknowledges that in entering into this Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

20.3 Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

20.4 Waiver

(a) A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.5 Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

20.6 Notices

(a) Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be:

(i) delivered by hand or by registered mail or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the address as may be communicated between the Parties from time to time.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by registered mail or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This Clause shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20.7 Third Party Rights

(a) Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Agreement.

(b) The rights of the Parties to vary this Agreement are not subject to the consent of any other person.

20.8 Governing Law

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of Singapore.

20.9 Jurisdiction

(a) Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The language of the arbitration shall be English. The arbitral tribunal shall consist of three arbitrators, one to be selected by each of the Parties and the third to be appointed by the President of the Court of Arbitration of SIAC for the time being.

(b) ALL CLAIMS AND DISPUTES ARISING OUT OF THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) 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.

(c) UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.