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Terms of Service

This Terms of Service (this "Agreement") is between Straitdeer Pte. Ltd. and its affiliates (hereinafter referred to as "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 Scope of Agreement

This Agreement sets forth the terms and conditions that govern the provision of Services to You under this Agreement. The Services provided by Bitdeer include, but are not limited to, Bare Metal, Virtual Machine, Container, Training, Inference, and Workflow services (collectively, the “Services”). By accessing or using any of the Services, You acknowledge that You have read, understood, and agree to be bound by this Agreement and the Bitdeer Privacy Policy. If You do not agree to any term of this Agreement or the Privacy Policy, please do not use the Services.

1.2 Modification of Terms

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 the Website (unless the effective time is otherwise prescribed). You agree that by using the Services following any changes to this Agreement, You are agreeing to accept such changes.

1.3 Termination of Services

If You have any objections to the changes to this Agreement or if You are dissatisfied with the Services provided by Bitdeer, You should immediately: (1) stop using the Services; and (2) inform Bitdeer to stop providing Services to You. You agree that once the Services are terminated, Your right to use the Services provided by Bitdeer is terminated immediately.

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".

“Bare Metal” means dedicated physical server resources provisioned and managed by Bitdeer, allocated for the User’s exclusive access and use remotely over the internet. These servers are not shared with other users, ensuring complete isolation and maximum performance.

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

“Container” means a lightweight, standalone, and executable package of software that includes everything needed to run an application, provided by Bitdeer.

"Content" means all data, 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.

“Inference” means the process of using a trained AI model to make predictions or decisions, facilitated by Bitdeer’s Services.

"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 organization 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 and equivalent laws.

"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, including but not limited to Bare Metal, Virtual Machine, Container, Training, Inference, and Workflow services.

"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 data, 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.

“Training” means the process of developing and optimizing AI models using datasets, facilitated by Bitdeer’s Services.

"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.

“Virtual Machine” means a software-based emulation of a physical computer, provided by Bitdeer, that runs an operating system and applications.

“Workflow” means a sequence of processes or tasks, often automated, that are executed to achieve a specific AI-related objective, facilitated by Bitdeer’s Services.

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.

(d) References to “You” or “Your” refer to the individual or entity that accepts this Agreement.

3. Commencement and Term

3.1 Commencement

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

3.2 Renewal

Unless otherwise specified in the Order, upon expiration of the initial Term, this Agreement shall automatically renew for successive periods equal in duration to the initial Term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

3.3 Survival

Clauses of this Agreement which by their nature should survive termination or expiration shall so survive, including but not limited to provisions regarding confidentiality, intellectual property, indemnification, and limitations of liability.

4. Rights Granted

4.1 License Grant

Subject to Your compliance with the terms and conditions of this Agreement, Bitdeer hereby grants You a limited, non-exclusive, assignable, revocable and worldwide license to access and use the Services provided by Bitdeer, including but not limited to Bare Metal, Virtual Machine, Container, Training, Inference, and Workflow services, solely for Your internal business purposes during the term of this Agreement.

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.

4.2 Restrictions

You shall not:

(a) copy, modify, or create derivative works of the Services;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services;

(d) use the Services for the benefit of any third party or in any manner not expressly permitted by this Agreement; or

(e) remove any proprietary notices or labels on the Services.

4.3 Reservation of Rights

Bitdeer and its licensors reserve all rights not expressly granted to You in this Agreement. 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.

4.4 Third-Party Services

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.

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 Compliance with Laws and Regulations

You shall not use the Services provided by Bitdeer to engage in any activities that violate applicable laws and regulations. You shall not use the Services provided by Bitdeer to:

(a) support, incite or participate in any terrorist activities;

(b) participate in any money laundering activities;

(d) promote or produce obscene, violent and/or terrorist content; or

(e) participate in any other activities that violate applicable laws and regulations.

5.2 Adherence to Policies

You agree to comply with all applicable laws and regulations, this Agreement, and all rules and policies announced by Bitdeer from time to time regarding the use of the Website and the Services provided by Bitdeer.

5.3 Know Your Customer (KYC) and Anti-Money Laundering (AML)

You agree to provide all documentation and other information reasonably requested by Bitdeer from time to time in its sole discretion under its applicable “know Your customer” and anti-money laundering rules and policies.

5.4 Account Security

You shall be fully liable for the security of Your account password (or other security devices). Any application or order submitted through Your account is deemed to have been executed and agreed upon by Yourself. If Your account, password or other information is used fraudulently or illegally due to Your negligence, we are not responsible for any risks and losses arising therefrom. If You suspect that Your account, password or other information has been fraudulently or illegally used, You shall notify us immediately.

5.5 Reporting Misconduct

You agree to contact Bitdeer immediately if You find or suspect any fraud or misconduct by any third party using the Services provided by Bitdeer.

5.6 Prohibition of Unauthorized Access

You may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account or password. Bitdeer cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.

5.7 Service Integrity

You should not participate in any activities that may affect the Services provided by Bitdeer and/or the security of the Website.

5.8 Unauthorized Representation

The User shall neither engage in any activities in the name of Bitdeer nor use the information/data on the Website without prior written authorization from Bitdeer.

5.9 Co-operation and Information

You shall:

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

(b) provide, in a timely manner, such information as Bitdeer 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.

5.10 Prohibited Conduct

You shall 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 by other means, any part of the Services.

5.11 Data Usage

For any data or information that we provide to You during the period in which You use our Product(s), You agree:

(a) that such data or information is only used for the purpose specified in this Agreement and in compliance with all applicable laws;

(b) not to transfer, transmit, display or otherwise disclose or make available such data or information to third parties except required by Applicable Laws; and

(c) not to improve or modify such data or information, nor to use such data or information to make derivatives or use in combination with any other information without Bitdeer’s prior written consent.

5.12 Restricted Persons

You hereby understand that the Services provided by Bitdeer are not available to the following (each, a "Restricted Person"):

(a) residents in the following countries or regions: Cuba, Iran, North Korea and Syria;

(b) any entities or individuals that are restricted under applicable trade sanctions and export compliance laws; or

(c) any entities or individuals that are restricted under Bitdeer's compliance obligations and/or internal risk control policies.

The above list is not exhaustive. Before using the Services provided by Bitdeer, please confirm that You are not a Restricted Person. In the event that You are a Restricted Person and You use the Services provided by Bitdeer, all legal risks and liabilities caused by or arising from such usage shall be entirely borne by You, and Bitdeer shall have the right to refuse to provide Services to You, and You shall not be entitled to ask Bitdeer to provide any refund.

6. Use of the Services

6.1 Access Management and Authentication

You are solely responsible for identifying and authenticating all of Your Users, approving access by such Users to the Services, and controlling against unauthorized access by Users. You shall maintain the confidentiality of all usernames, passwords and account information. Bitdeer shall not be liable for any harm caused by Your Users, including individuals who were not authorized to have access but who were able to gain access because You failed to properly restrict or terminate access credentials in a timely manner. You are responsible for all activities that occur under Your and Your Users’ usernames, passwords or accounts, and You agree to notify Bitdeer immediately upon becoming aware of any unauthorized access or use.

6.2 Acceptable Use and Conduct

You agree not to use or permit use of the Services to:

(a) menace, harass, defame, or cause harm to any person or property;

(b) publish, transmit, or distribute any material that is false, defamatory, harassing, obscene, or otherwise unlawful;

(d) send unsolicited bulk communications, “junk mail,” “spam,” chain letters, or similar activities;

(e) infringe any third-party intellectual property or proprietary rights; or

(f) violate any applicable laws, regulations or ordinances.

In addition to any other remedies available to Bitdeer under this Agreement, Bitdeer reserves the right, but has no obligation, to take any remedial action it deems necessary to prevent or stop such violations, including removing or disabling access to material in breach of this Clause. Bitdeer shall not be liable to You for any action taken under this Clause.

6.3 Content Ownership and Responsibility

You retain sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all data, content, software, models, and applications that You or Your Users upload to, generate using, or deploy on the Services (“Your Content”). Bitdeer disclaims any responsibility for Your Content and does not monitor or moderate it, unless required by law or as otherwise agreed.

6.4 Patches and Updates

You agree to accept and promptly install all patches, updates, upgrades, service packs, and bug fixes (collectively, “Patches”) released by Bitdeer that are necessary for the proper functioning, security, and continued support of the Services. Bitdeer is not responsible for any service disruption, vulnerability or error resulting from Your failure to apply such Patches.

6.5 Service Modifications

Bitdeer may from time to time modify or upgrade the Services, provided such modifications do not materially degrade the core functionality subscribed to by You. Bitdeer will use commercially reasonable efforts to provide advance notice of material changes.

6.6 Service Suspension

Bitdeer may suspend or restrict access to the Services or parts thereof in the event of (a) scheduled maintenance, (b) a security concern or technical issue, (c) suspected fraud or abuse, (d) legal or regulatory obligation, or (e) Your violation of this Agreement. Where reasonably practicable, Bitdeer will provide advance notice of such suspension.

6.7 Usage Limits and Monitoring

Bitdeer may impose or enforce usage limits or quotas as specified in the applicable Order or Documentation. You agree not to exceed such limits. Bitdeer reserves the right to monitor usage and throttle or suspend services if limits are exceeded.

6.8 Third-Party Dependencies

You acknowledge and agree that certain components of the Services may rely on third-party software, APIs, datasets, or infrastructure, and Bitdeer disclaims any liability for limitations, failures, or vulnerabilities caused by such dependencies.

6.9 User Generated Contributions

You may be provided with the opportunity to submit, upload, post, display, transmit, or otherwise make available content or materials ("Contributions") in connection with Your use of the Services. Contributions may include, without limitation, text, images, files, comments, suggestions, feedback, or any other data. Contributions may be viewable by Bitdeer or other users depending on the context and functionality of the relevant Service, and are subject to our Privacy Policy.

By submitting Contributions, You represent and warrant that:

(a) Your Contributions do not and will not infringe the intellectual property or proprietary rights of any third party;

(b) You have obtained all rights, licenses, consents, and permissions necessary to authorize Bitdeer and its users to use Your Contributions as contemplated;

(d) Your Contributions do not violate any applicable law or regulation, or any person’s privacy or publicity rights.

Any breach of the above representations constitutes a material breach of this Agreement and may result in suspension or termination of Your access to the Services.

6.10 Contribution License

Bitdeer does not claim ownership of Your Contributions. You retain ownership of any intellectual property rights associated with Your Contributions.

However, by submitting Contributions, You grant Bitdeer a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, and display such Contributions for the purpose of operating, improving, and promoting the Services.

You further agree that Bitdeer may use and disclose feedback or suggestions You provide without obligation or compensation to You.

6.11 Social Media Integrations

If the Services allow linking Your Bitdeer account with a third-party social media account ("Third-Party Account"), You authorize Bitdeer to access content and information from Your Third-Party Account as permitted by the applicable terms of the third-party provider. Bitdeer is not responsible for the content stored or displayed via Third-Party Accounts and makes no warranty regarding such content.

You may disconnect Your Bitdeer account from a Third-Party Account at any time. Your relationship with third-party service providers is governed solely by Your agreements with them.

7. Service Fees and Payment

7.1 Service Fees

The fees for the Services (the “Service Fees”) are as specified in the applicable Order. The Service Fees may include one-time setup fees, recurring subscription charges, usage-based fees, or other charges based on the Services subscribed by You. Unless otherwise expressly stated in the Order, all amounts shall be payable in United States Dollars (USD) and are exclusive of applicable taxes.

7.2 Invoicing and Payment Terms

Bitdeer shall submit invoices to You for the Service Fees from time to time as per the billing cycle or payment schedule (if any) specified in the Order. You shall pay each invoice submitted by Bitdeer in accordance with the payment terms stated in the invoice and the Order.

Unless otherwise agreed:

(a) payment shall be made via the method designated at the time of ordering (e.g., credit card, wire transfer, or account balance deduction);

(b) You authorize Bitdeer, or its third-party payment processor to automatically charge any such fees to Your designated payment method on a recurring basis, if applicable;

7.3 Late Payment

If You fail to pay any invoice by its due date, Bitdeer may:

(a) suspend access to any or all of the Services; and

(b) recover from You any reasonable costs of collection, including legal and administrative fees.

7.4 Changes to Pricing

Bitdeer reserves the right to update pricing or introduce new fees for the Services upon prior notice. Any such changes will not apply retroactively and shall be effective no sooner than fifteen (15) calendar days from the date of written notice or publication.

8. Suspension

8.1 Right to Suspend

Bitdeer may suspend the provision of any part of the Services immediately, without liability, by written notice to You (which may be delivered electronically), in the event that:

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

(b) You or any of Your Users breach any material provision of this Agreement and fail to remedy such breach (if curable) within a reasonable time after notice;

(c) Bitdeer reasonably determines that Your use of the Services poses a security risk to the Services or any third party, including risks of unauthorized access, data breaches, or malware propagation;

(d) suspension is required by law, regulation, court order, or government agency; or

(e) Your use of the Services causes (or is reasonably expected to cause) material harm or service disruption to Bitdeer’s infrastructure or other customers.

8.2 Effect of Suspension

During any period of suspension:

(a) Bitdeer shall use commercially reasonable efforts to limit the scope and duration of the suspension to only those Services or accounts directly affected;

(b) Bitdeer shall provide notice (where practicable) prior to or promptly after such suspension;

(c) Your obligations under this Agreement, including payment of Service Fees, shall continue to apply during the suspension period.

8.3 Restoration

Bitdeer shall restore access to the suspended Services once the cause of suspension has been resolved to Bitdeer’s reasonable satisfaction. Restoration of Services shall not waive Bitdeer’s rights under this Agreement, including the right to terminate under Clause 9.

8.4 Emergency Measures

In urgent or extraordinary circumstances (such as zero-day security vulnerabilities, imminent threat to infrastructure, or data integrity risks), Bitdeer may suspend Services without prior notice. In such cases, Bitdeer shall notify You as soon as reasonably practicable.

8.5 No Waiver

Suspension of Services shall be without prejudice to any other rights or remedies available to Bitdeer under this Agreement or applicable law.

9. Termination

9.1 Expiry

This Agreement shall automatically terminate at the end of the Term, unless earlier terminated in accordance with this Clause 9.

9.2 Termination for Cause

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

(a) You fail to pay any amount due under this Agreement on the due date for payment, and such failure is not remedied within five (5) calendar days of receiving written notice of default;

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

(c) a Force Majeure Event continues for more than thirty (30) calendar days and materially affects Your ability to perform Your obligations;

(d) You repeatedly breach the terms of this Agreement in such a manner as to reasonably justify the opinion that Your conduct is inconsistent with an intention or ability to perform Your obligations;

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

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

(g) a petition is filed, notice given, resolution passed, or order made for or in connection with Your winding-up, other than for a solvent amalgamation or reconstruction;

(h) any event occurs, or proceeding is taken, in any jurisdiction to which You are subject that has an equivalent or similar effect to any of the events in Clauses 9.3(e) through 9.3(g);

(i) Your financial position deteriorates to the extent that Bitdeer reasonably believes Your ability to perform the Agreement is in jeopardy;

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

(k) You undergo a change of control.

For the purpose of Clause 9.2(b), a “material breach” means a breach that has a material adverse effect on the benefit Bitdeer would otherwise derive from this Agreement.

9.3 Effect of Termination

Upon termination or expiry of this Agreement for any reason:

(a) You shall immediately cease all access to and use of the Services. At Your written request and for a period of up to sixty (60) calendar days after the date of termination, Bitdeer will make available to You a copy of Your Content and Applications as existing in the Services Environment on the date of termination. After such period, Bitdeer shall delete or otherwise render inaccessible all remaining Content and Applications, unless retention is required by law;

(b) You shall immediately pay all outstanding unpaid invoices and interest to Bitdeer. In respect of Services provided but not yet invoiced, Bitdeer may issue an invoice which shall be payable immediately upon receipt;

(c) any provision of this Agreement which expressly or by implication is intended to survive termination shall remain in full force and effect;

(d) termination shall not affect any rights, remedies, obligations or liabilities that have accrued as of the date of termination, including the right to claim damages or equitable relief for pre-termination breaches; and

(e) Bitdeer’s termination shall not excuse You from any payment obligations accrued prior to or at the time of termination.

10. Disclaimers

10.1 No Warranty

To the fullest extent permitted by applicable law, the Services are provided “as is” and “as available.” Bitdeer makes no warranties, representations, or guarantees of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or availability.

10.2 No Guarantee of Performance

Bitdeer does not guarantee that:

(a) the Services will be error-free, uninterrupted, or that all defects can or will be corrected;

(b) the Services will operate in combination with Your Content, Your Applications, or with any other hardware, software, systems, or data not provided by Bitdeer;

10.3 Internet and Communications Limitations

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, interception, latency, and other issues inherent in such infrastructure. Bitdeer is not responsible for any delays, delivery failures, data corruption, or other damage resulting from such problems.

10.4 Third-Party Content and Dependencies

Bitdeer is not responsible for any issues related to the performance, operation, interoperability, legality, or security of the Services that arise from:

(a) Your Content, Your Applications, or configuration choices made by You;

(b) any third-party content, software, APIs, pre-trained models, or datasets (“Third Party Content”), including any inaccuracies, errors, or omissions therein.

Bitdeer makes no representation or warranty regarding the reliability, accuracy, completeness, or usefulness of any Third Party Content and expressly disclaims all liability arising therefrom.

10.5 AI-Generated Outputs

If You use Services involving AI model training, inference, or orchestration, You acknowledge that:

(a) AI outputs may be probabilistic and unpredictable;

(b) the quality of outputs may vary depending on data, prompts, or parameters provided by You;

10.6 Jurisdictional Exceptions

Some jurisdictions may not allow the exclusion of certain warranties. In such case, the above disclaimers shall apply to the fullest extent permitted under applicable law.

11. LIMITATIONS OF LIABILITY

11.1 SCOPE OF LIABILITY

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 NON-EXCLUDABLE LIABILITIES

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR:

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

(b) FRAUD OR FRAUDULENT MISREPRESENTATION;

11.3 AGGREGATE LIABILITY CAP

SUBJECT TO CLAUSE 11.2, BITDEER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES ACTUALLY PAID BY You TO BITDEER UNDER THE APPLICABLE ORDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE, LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM BITDEER.

11.4 EXCLUSION OF CERTAIN DAMAGES

SUBJECT TO CLAUSE 11.2, BITDEER SHALL NOT BE LIABLE TO YOU FOR ANY OF THE FOLLOWING TYPES OF LOSS, REGARDLESS OF WHETHER SUCH LOSS WAS FORESEEABLE OR BITDEER WAS ADVISED OF ITS POSSIBILITY:

(a) LOSS OF PROFITS;

(b) LOSS OF SALES OR BUSINESS;

(d) LOSS OF ANTICIPATED SAVINGS;

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

(f) LOSS OF GOODWILL OR REPUTATION;

(g) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE.

11.5 EXCLUSION OF IMPLIED TERMS

SUBJECT TO CLAUSE 11.2, ALL WARRANTIES, TERMS, AND CONDITIONS IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE AS TO THE QUALITY, PERFORMANCE, OR FITNESS OF THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCLUDED.

11.6 TIME LIMITATION FOR CLAIMS

EXCEPT FOR ACTIONS RELATING TO (i) NON-PAYMENT OF FEES OR (ii) BREACH OF BITDEER’S INTELLECTUAL PROPERTY RIGHTS, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.

12. INDEMNIFICATION

12.1 INDEMNIFICATION BY YOU – THIRD PARTY CLAIMS

IF A THIRD PARTY MAKES A CLAIM AGAINST BITDEER THAT ANY INFORMATION, DESIGN, SPECIFICATION, INSTRUCTION, SOFTWARE, SERVICE, DATA, HARDWARE, OR MATERIAL PROVIDED BY YOU AND USED BY BITDEER IN THE COURSE OF PROVIDING THE SERVICES INFRINGES OR MISAPPROPRIATES THAT THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, YOU SHALL, AT YOUR SOLE COST AND EXPENSE:

(a) DEFEND BITDEER AGAINST SUCH CLAIM; AND

(b) INDEMNIFY AND HOLD HARMLESS BITDEER FOR ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) FINALLY AWARDED BY A COURT OF COMPETENT JURISDICTION OR AGREED TO IN A WRITTEN SETTLEMENT EXECUTED BY BITDEER.

12.2 INDEMNIFICATION BY YOU – BREACHES AND CONDUCT

YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BITDEER, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (“BITDEER INDEMNITEES”) IN FULL AGAINST ANY AND ALL LIABILITIES, COSTS, EXPENSES, DAMAGES, AND LOSSES (INCLUDING ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSSES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REPUTATION, ALL INTEREST, PENALTIES, LEGAL COSTS ON A FULL INDEMNITY BASIS, AND ALL OTHER REASONABLE PROFESSIONAL COSTS) INCURRED OR SUFFERED BY BITDEER ARISING OUT OF OR IN CONNECTION WITH:

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

(b) ANY ACT OF FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT COMMITTED BY YOU OR YOUR USERS.

13. Third Party Websites, Content, Products and Services

13.1 Access to third party materials

The Services may enable You to link to, transmit Your Content to, or otherwise access other websites, content, products, services, and information of third parties (collectively, “Third Party Materials”). Bitdeer does not control, endorse, or guarantee such Third Party Materials and is not responsible for their availability, accuracy, legality, or security. You assume all risks associated with Your access to and use of such materials.

13.2 Disclaimer of third party content

Any Third Party Content made accessible by Bitdeer through the Services 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. You acknowledge that Bitdeer has no obligation to control, monitor, validate, or correct such content.

13.3 API and integration dependencies

You acknowledge and agree that:

(a) The nature, type, quality, or availability of any Third Party Content or Third Party Services may change at any time without notice;

(b) Features of the Services that interoperate with third parties (such as YouTube™, Facebook™, Twitter™, GitHub™, or OpenAI™) depend on the continued availability of those third parties’ APIs or other integration mechanisms;

(c) Bitdeer may update, modify, limit, or discontinue features in response to changes in Third Party Materials or APIs, without incurring liability to You;

(d) If any third party ceases to make its content, APIs, or services available on commercially reasonable terms, Bitdeer may cease providing access to such third party functionality without liability.

13.4 No compensation for third party changes

Any change in the availability or performance of Third Party Materials during the Term shall not affect Your obligations under this Agreement. You shall not be entitled to any refund, credit, or compensation due to such changes or resulting interruptions.

14. Ownership and Intellectual Property Rights

14.1 Bitdeer AI platform ownership

All rights, title and interest in and to the Bitdeer AI platform, including but not limited to its infrastructure, software, APIs, orchestration systems, and user interfaces (“Bitdeer AI Platform”), are and shall remain the exclusive property of Bitdeer or its licensors. Nothing in this Agreement shall be construed as transferring any ownership in the Bitdeer AI Platform to You.

14.2 Open-source and third-party models

Many models made available through the Services, including models such as Llama3, DeepSeek-R1 or others designated as open-source, are not developed or owned by Bitdeer. These models are made accessible under their respective open-source or third-party licenses. Bitdeer does not assert ownership over such models and provides them solely as part of the Service integration. You are solely responsible for reviewing and complying with the applicable license terms for any model You use or deploy.

14.3 Model licensing notice and risk allocation

Some models accessible via the Services are made available under open-source or third-party licenses (such as Apache 2.0, MIT, GPL, or other community licenses). Bitdeer does not independently verify or modify the license terms of such models and provides access to them only for Your convenience and at Your sole discretion.

You acknowledge and agree that:

(a) It is Your sole responsibility to review and comply with the applicable license terms of each model You choose to use, fine-tune, or deploy;

(b) Bitdeer does not warrant that the use of any such model will be free from intellectual property infringement or licensing restrictions;

(c) Use of models with “copyleft” licenses (such as GPL) may impose obligations on the distribution of derived works, including source code disclosure requirements;

(d) Bitdeer shall not be liable for any consequences, claims, or disputes arising from Your use of models licensed by third parties, including claims related to license violation, output usage, or redistributability.

You are strongly encouraged to consult Your legal counsel before using, modifying, or distributing any models accessed through the Services for commercial or public-facing purposes.

14.4 Your content and outputs

As between You and Bitdeer, You retain all rights in and to Your datasets, configurations, prompts, fine-tuned models, and outputs (collectively, “Your Content”), subject to Your compliance with applicable law and the relevant third-party license terms associated with any model or dataset used. Bitdeer does not claim ownership of Your Content but may process and host it solely to provide the Services to You.

14.5 Feedback

If You provide Bitdeer with any suggestions, feedback, or improvement ideas regarding the Services (“Feedback”), You grant Bitdeer a non-exclusive, worldwide, irrevocable, royalty-free, and sublicensable license to use, incorporate, and exploit such Feedback without restriction.

14.6 Reservation of rights

Except as expressly provided in this Agreement, no rights, title, or interest in or to any intellectual property are granted to You, whether by implication, estoppel, or otherwise.

15. Services Tools & Analyses

15.1 Operational tools

Bitdeer may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and to help resolve support requests. These Tools may collect operational and diagnostic information from the Services Environment (excluding Your Content and Applications) in order to:

(a) support performance optimization and availability monitoring;

(b) manage Bitdeer’s infrastructure and service portfolio;

(d) assist in resolving Your service issues.

15.2 Service analyses

Bitdeer may: (i) compile statistical and other information related to the performance, operation, and usage patterns of the Services; and (ii) use data derived from the Services Environment in de-identified or aggregated form for operational analytics, product development, machine learning optimization, and research purposes. These activities are collectively referred to as “Service Analyses”.

Bitdeer may make Service Analyses publicly available, provided that such analyses:

(a) do not incorporate Your Content or Confidential Information in any form that could be used to identify You or any individual; and

(b) do not constitute Personal Data under applicable law.

Bitdeer retains all intellectual property rights in and to any Service Analyses and derived insights or models.

16. Export Control

16.1 Compliance with export laws

You acknowledge that the Services, including any software, technical data, models, tools, APIs, documentation, and deliverables provided by Bitdeer, may be subject to applicable export control and trade sanctions laws and regulations, including those of the United States, the European Union, and other relevant jurisdictions. You agree that Your use of the Services will comply with all such applicable export control laws, including those governing:

(a) the transfer or export of software or technical data to individuals or locations outside of Your country of residence;

(b) the use of Services by foreign persons or entities subject to “deemed export” and “deemed re-export” rules; and

16.2 Prohibited use

You agree that no data, content, models, software, or other materials resulting from the use of the Services (or direct products thereof) shall be:

(a) exported, directly or indirectly, in violation of applicable export control laws and regulations;

(b) made available to any person or entity listed on any applicable government-issued restricted party list; or

(c) used for any purpose prohibited by law, including but not limited to the development, production, or use of nuclear, chemical, or biological weapons, missile technology, military end-uses where restricted, or other prohibited activities.

16.3 Responsibility and assurance

You are solely responsible for determining the export classification of any content, data, software, or other material You upload, use, or generate via the Services. Bitdeer makes no representations regarding the export status of any materials not created by Bitdeer. Upon Bitdeer’s request, You agree to provide all necessary documentation or certifications to demonstrate compliance with applicable export regulations.

17. Warranties

17.1 Legal capacity and authority

You represent, warrant, and undertake to Bitdeer that:

(a) The obligations assumed by You under this Agreement are legal, valid, binding, and enforceable.

(b) You have the full power and authority to enter into, perform, and deliver this Agreement and have taken all necessary corporate or organizational action to authorize the execution, performance, and delivery of this Agreement and the transactions contemplated herein.

(i) any applicable law;

(ii) Your constitutional documents (if any); or

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

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

(i) to lawfully enter into and comply with Your obligations under this Agreement;

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

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

have been or will be obtained and maintained in full force and effect.

(e) You are not aware of any facts or circumstances that would reasonably be expected to:

(i) cause any such authorization to cease to be in full force and effect;

(ii) result in the failure to obtain or renew any required authorization when needed; or

(iii) result in conditions being imposed on an authorization that You cannot reasonably satisfy.

(f) You are not insolvent and are able to pay Your debts as they fall due. You have not entered into any arrangement or compromise with any creditor.

(g) You are not subject to, nor are You owned or controlled by any person subject to, economic sanctions administered or enforced by any of the following (“Sanctions”): the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, or the Republic of Singapore. Further, You represent that Your performance of this Agreement will not cause a violation of any Sanctions or import/export control laws.

(h) All information You have provided to Bitdeer is and shall remain true, accurate, and not misleading in any material respect.

17.2 Data protection compliance

You represent and warrant that, with respect to any Personal Data You provide to Bitdeer:

(a) You have complied with all applicable data protection and privacy laws, including the Personal Data Protection Act 2012 of Singapore and other applicable data privacy laws;

(b) You have obtained all necessary consents from the relevant individuals to disclose their Personal Data to Bitdeer for the purposes of this Agreement; and

(c) You have ensured that Bitdeer and/or its Affiliates may collect, use, disclose, and otherwise process such Personal Data as required to perform their obligations under this Agreement.

17. Force Majeure

18.1 Definition of force majeure

Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement (except for payment obligations) if such failure or delay is caused by events beyond its reasonable control (a “Force Majeure Event”), including but not limited to: acts of God (such as earthquakes, floods, fires, or storms); war, hostilities, terrorism, or sabotage; epidemics, pandemics, or other public health emergencies; governmental restrictions, sanctions, embargoes, or export/import controls; power outages, internet or telecommunications failures not caused by the affected party; labor disputes, strikes, or lockouts; or other similar events beyond the reasonable control of the affected party.

18.2 Notification and mitigation

The party affected by a Force Majeure Event shall promptly notify the other party in writing, providing reasonable details of the event and its expected duration. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as practicable.

18.3 Termination right

If a Force Majeure Event continues for more than thirty (30) consecutive days, the non-affected party may terminate this Agreement immediately upon written notice to the affected party.

18.4 Limitations

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.

19. Confidentiality

19.1 Definition of Confidential Information

By virtue of this Agreement, each party may have access to information that is confidential to the other party. “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether in written, oral, visual or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation: trade secrets; business plans or projections; hardware and software designs or engineering techniques; technical data and know-how; financial and sales performance data; research plans and projects; pricing policies and cost structures; supplier and customer lists or contracts; applications, service methodologies, and internal policies; personnel information; and all derivatives, improvements and enhancements to any of the above, whether created by the Disclosing Party or the Receiving Party.

Confidential Information also includes information the Disclosing Party receives from third parties under an obligation of confidentiality and any other information not made public by the Disclosing Party.

19.2 Exclusions

Confidential Information shall not include any information that:

(a) is or becomes part of the public domain through no act or omission of the Receiving Party;

(b) was in the lawful possession of the Receiving Party before disclosure by the Disclosing Party;

(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

19.3 Confidentiality obligation and duration

Each party agrees not to disclose the other party’s Confidential Information to any third party for a period of three (3) years from the date of disclosure, except as expressly permitted in this Agreement.

19.4 Permitted disclosures

Each party may disclose Confidential Information only to its employees, agents, contractors, or professional advisors on a strict “need to know” basis and only if such persons or entities are bound by confidentiality obligations that are no less protective than those set forth in this Agreement.

19.5 Compelled disclosures

Nothing in this Agreement shall prevent either party from disclosing the other party’s Confidential Information:

(a) in a legal proceeding to enforce or defend rights under this Agreement; or

(b) to the extent required by law, regulation, court order, a governmental authority or the rules of a stock exchange applicable to the Disclosing Party, provided that (where legally permitted) the Receiving Party gives prompt written notice to the Disclosing Party in advance of such disclosure to allow the Disclosing Party to seek protective measures.

20. Governing Law and Jurisdiction

20.1 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, without regard to its conflict of laws principles.

20.2 Jurisdiction

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 (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this Clause. The language of arbitration shall be English. The arbitral tribunal shall consist of three (3) arbitrators: one appointed by each party, and the third arbitrator appointed by the President of the SIAC Court of Arbitration.

20.3 Class action waiver

ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE RESOLVED IN ARBITRATION ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE, COLLECTIVE, OR CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. CLAIMS OF MORE THAN ONE USER OR ENTITY MAY NOT BE CONSOLIDATED OR ARBITRATED JOINTLY.

20.4 Waiver of court proceedings

UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, You HEREBY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT.

21. Miscellaneous

21.1 Audit

Bitdeer may audit Your use of the Services (including through the use of software tools or monitoring systems) to verify compliance with this Agreement. You agree to provide reasonable cooperation, access to information, and assistance during such audits. You acknowledge that Bitdeer shall not be liable for any costs You incur in connection with an audit.

21.2 Assignment

(a) You shall not assign, transfer, charge, subcontract, declare a trust over, or otherwise deal with any of Your rights or obligations under this Agreement without Bitdeer’s prior written consent.

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

21.3 Entire agreement

(a) This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, warranties, or representations, 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 or representation that is not expressly set out herein.

21.4 Variation

No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorized representatives).

21.5 Waiver

(a) A waiver of any right or remedy under this Agreement shall only be effective if given in writing.

(b) Any delay or failure by either party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy, nor prevent or restrict further exercise of it.

21.6 Severability

If any provision or part of this Agreement is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted, and this shall not affect the remaining provisions.

21.7 Notices

(a) Any notice under this Agreement shall be in writing and delivered (i) by hand or registered mail to the party’s registered office or principal place of business, or (ii) by email to a designated address previously communicated between the parties.

(b) Notices shall be deemed received:

(i) if delivered by hand, at the time of delivery;

(ii) if sent by mail, at 9:00 a.m. on the second business day after posting;

(iii) if sent by email, at the time of transmission (or when business hours resume, if sent outside business hours).

21.8 Third party rights

(a) Unless expressly stated otherwise, this Agreement does not confer any rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore or otherwise, on any third party to enforce any term of this Agreement.

(b) The parties may vary or rescind this Agreement without the consent of any third party.