Bitget Supplier Standard Terms and Conditions

1. TERMS OF AGREEMENT

The applicable procurement purchase order or order form (“Purchase Order”), together with these terms and conditions (“Terms”), and any attachments, exhibits, instructions and other information, whether physically attached or incorporated by reference (collectively the “Agreement”), constitutes the entire agreement between the relevant Bitget entity identified in the Purchase Order (“Bitget”) and you or your affiliated entity identified in the Purchase Order (the “Supplier”). Bitget’s acceptance of the Purchase Order is conditioned on Supplier’s agreement that the Purchase Order and these Terms shall control and expressly supersede any terms different from or in addition to the terms of the Purchase Order irrespective of the timing, even if Supplier purports to condition its acceptance of the Purchase Order on Bitget’s agreement to such different or additional terms. Supplier’s electronic acceptance, acknowledgement of a Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these Terms.

2. ORDER AND DELIVERY OF PRODUCTS

Applicable to the delivery of Products:

2.1 Supplier agrees to deliver the goods specified in the Purchase Order (“Products'') on the date(s) specified in the Purchase Order (“Delivery Date”) in accordance with the Purchase Order. Time is of the essence in Supplier’s performance of its obligations hereunder. Supplier will immediately notify Bitget if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. Bitget’s acceptance of Supplier’s notice will not constitute Bitget’s waiver of any of Supplier’s obligations.

2.2 If the Supplier delivers Products after the Delivery Date, Bitget may reject such Products.

2.3 Bitget will hold any Products rejected under this Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s returns shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges Bitget incurs on Supplier’s behalf.

2.4 Supplier will preserve, pack, package and handle the Products so as to protect the Products from loss or damage and in accordance with best commercial practices in the absence of any specifications Bitget may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous materials, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal.

2.5 Unless Bitget expressly instructs otherwise, Supplier will deliver all Products to the address set forth in the Purchase Order. Supplier assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes and insurance. Risk of loss for the Products does not pass to Bitget until acceptance in accordance with Section 3.

2.6 Bitget shall have the right at any time to prior to delivery to make changes in specifications, materials, packaging, time and place of delivery and method of transportation hereunder. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this Purchase Order shall be modified in writing accordingly.

3. INSPECTION AND ACCEPTANCE OF PRODUCTS

Bitget may reject any or all of the Products which do not conform to the applicable requirements within 15 business days of Supplier’s delivery of the Products. At Bitget’s option, Bitget may (i) return the nonconforming Products to Supplier for a refund or credit; (ii) require Supplier to replace the non-conforming Products; or (iii) repair the non-conforming Products so that it meets the requirements.

4. SUPPLY OF SERVICES

Applicable to the supply of Services:

4.1 Supplier shall perform the services in connection with the Products and/or as set forth in the Purchase Order (“Services”). Bitget may, at any time, by written notice to Supplier, issue additional instructions, require additional Services or reduce or waive Services covered by the Purchase Order. In such event, the parties may agree upon an adjustment in price and time of performance. Any claim by Supplier for increased compensation must be made within fifteen (15) days after receipt of written notice regarding the change in Services or delivery of adjusted or new Services.

4.2 Supplier shall at all times provide a sufficient number of qualified and skilled personnel to perform and complete the Services, and Supplier shall take reasonable measures to ensure that all of its personnel who perform any Services hereunder will comply with the duties and obligations applicable thereto under the Purchase Order.

5. PRICE AND PAYMENT

5.1 Unless otherwise specified in the Purchase Order, the price for the Products and/or Services includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges. Bitget shall not be responsible for payment of Supplier’s expenses, unless approved by Bitget in advance in writing. Supplier is responsible for all insurance premium and other insurance related costs and expenses in respect of insurance required pursuant to Section 13.

5.2 Bitget will pay Supplier the price set forth in the Purchase Order NET 45 following the later of: (i) the Delivery Date; (ii) the date of Bitget’s acceptance of all of the Products and/or Services; or (iii) Bitget’s receipt of a properly prepared invoice reflecting the Purchase Order number. Unless otherwise set forth on the Purchase Order, payment will be in the currency set forth in the Purchase Order.

5.3 Bitget’s invoicing requirements include an itemized description of the Services, any deliverable or expense(s) claimed along with attached receipts, when reasonably available. Bitget does not reimburse cash payments to vendors or sub-vendors unless subject to advanced written approval. Any such invoice will not disguise, mislabel or fail to disclose any payments to third parties. Any cash payment must comply with all applicable anti-corruption laws, including without limitation the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977. Furthermore, Supplier agrees to keep accurate books and records in relation to any cash invoice and such records are made available to Bitget for inspection upon Bitget's request.

6. OWNERSHIP AND LICENSE

6.1 Each party owns all right, title, and interest in and to any of its intellectual property and tangible personal property created before the date of this Agreement or outside the scope of this Agreement (“Preexisting Materials”). Supplier hereby grants Bitget a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Products to the extent necessary for Bitget’s exercise and exploitation of its rights in the Products and/or Services.

6.2 Unless otherwise specified in writing by Bitget, Supplier will obtain and assign to Bitget a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all third party intellectual property rights that Supplier incorporates into, is required to use, or delivers with the Products and/or Services. Supplier will deliver copies of the above releases and licenses, if any, to Bitget upon Bitget’s request.

7. WARRANTIES

7.1 Supplier expressly warrants that, upon delivery of Products and for a period of one (1) year thereafter: (i) such Products shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship; (ii) such Products will conform to any statements made on the containers or labels for such Products and that any Products will be adequately contained, packaged, marked and labeled; and (iii) such Products will be merchantable, and will be safe and appropriate for the purpose for which Products of that kind are normally used. For the warranty period set forth above, Supplier agrees to replace or correct defects of any Products not conforming to the foregoing warranty promptly, without expense to Bitget, when notified of such nonconformity by Bitget. In the event of failure of Supplier to correct defects in or replace nonconforming Products promptly, Bitget, after reasonable notice to Supplier, may make such corrections or replace such Products and charge Supplier for the cost incurred by Bitget in doing so.

7.2 Supplier represents and warrants that (i) the provision and use of the Products and/or Services do not and will not infringe, misappropriate or otherwise violate the intellectual property or other proprietary rights of any third party; (ii) the Services will be performed in a competent and professional manner by its employees (or subcontractors approved pursuant to Section 9.1) who are skilled, experienced and fully-qualified to perform and deliver the Services consistent with the highest standards of the applicable profession, business or industry; (iii) the Products are not and will not be subject to any adverse claims, including without limitation, restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; and (iv) Supplier shall comply with all applicable state, federal and local laws and regulations in the performance of its obligations under this Purchase Order.

8. INDEMNIFICATION

Supplier shall fully indemnify, defend and hold harmless Bitget, its affiliates, and their officers, directors, employees, agents, successors and assigns (“Bitget Indemnitees”) from and against any and all claims, damages, liabilities, losses, and expenses (including any and all legal fees, expenses and costs) incurred by or asserted against any Bitget Indemnitee of whatever kind or nature due to (a) a breach or alleged breach by Supplier of any obligation, representation or warranty in this Agreement, or (b) negligent, willful, fraudulent or illegal acts of Supplier or its employees, agents or subcontractors. Bitget shall promptly notify Supplier of any such claims, suits and actions, and upon request, provide reasonable assistance to Supplier. Supplier shall not enter into any settlement or compromise related thereto that contains an admission on the part of Bitget or otherwise negatively impacts Bitget in any manner without the prior written consent of Bitget.

9. ASSIGNMENT AND SUBCONTRACTING

9.1 Supplier may not assign any of its rights or delegate or subcontract any of its obligations under the Purchase Order without Bitget’s prior written consent. If Bitget consents to the use of a subcontractor, Supplier will guarantee and will remain liable for the performance of all subcontracted obligations and will make all payments to its subcontractors.

9.2 Other than Bitget’s affiliates, to the extent allowed by applicable law, no person who is not a party to the Purchase Order shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.

10. TERM AND TERMINATION

10.1 This Agreement will remain in effect until the expiration of all obligations of Supplier hereunder.

10.2 Bitget may terminate this Agreement for no reason or for any reason, upon 30 days written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform Bitget of the extent to which it has completed performance as of the date of the notice. Bitget will pay Supplier for all work performed and accepted through the effective date of the termination. Bitget will have no further payment obligation in connection with any termination.

10.3 Any obligations or duties which, by their nature, extend beyond the expiration or termination of the Agreement shall survive the expiration or termination of this Agreement.

11. CONFIDENTIAL INFORMATION AND PUBLICITY

11.1 “Confidential Information” means any information concerning Bitget or its affiliates and/or their respective business, products, services, marketing, promotional or technical information, whether disclosed verbally, in writing, or by inspection of tangible objects, and shall include the terms and conditions and existence of this Agreement. For purposes hereof, Confidential Information will not include information: (a) which was previously known to Supplier without an obligation of confidentiality; (b) which was acquired by Supplier from a third party who was not under an obligation to not disclose such information; or (c) which is or becomes publicly available through no fault of Supplier.

11.2 Except as otherwise required by applicable law, Supplier agrees that (a) it will use the Confidential Information solely for the purpose of performing its obligations under this Agreement and (b) it will not disclose the Confidential Information to any third party. Supplier will protect the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. Supplier is responsible for any breach of these confidentiality provisions by its employees or agents. In the event the Supplier receives a subpoena or other validly issued administrative or judicial process demanding the Confidential Information, Supplier will give Bitget prompt written notice of any disclosure of Confidential Information that, in the opinion of its counsel, appears to be required by law, so that Bitget may assert any defenses to disclosure that may be available. Upon request by Bitget, Supplier will return (or, at Bitget’s option, destroy) all copies of any Confidential Information. Confidential Information will at all times remain the property of Bitget. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.

11.3 Supplier shall not use or make reference to Bitget or its affiliates, or any related logos, trademarks or service marks in any publication, presentation, public announcement, press release or any other purpose, without the prior written consent of Bitget in each instance.

12. LIABILITY

12.1 Notwithstanding anything else in the Purchase Order or otherwise, Bitget will not be liable to Supplier with respect to the subject matter of the purchase order under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess of the amounts Bitget paid to supplier under this purchase order.

12.2 In no event will Bitget be liable to Supplier for any incidental, indirect, special, consequential damages or loss of profits arising out of, or in connection with, the purchase order, whether or not Bitget was advised of the possibility of such damage.

12.3 The limitations will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. Nothing in the Purchase Order limits either party's liability for bodily injury of a person, death, or physical damage to property or any liability which cannot be excluded under applicable law.

13. INSURANCE

Supplier will secure and maintain insurance providing coverage for liabilities to third parties consistent with the type and level of coverage secured by suppliers engaged in the same industry, but in no case less than amounts sufficient to protect Bitget in the event of such injury or damage.

14. COMPLIANCE WITH LAWS

Supplier will comply with all applicable local and national laws and regulations pertaining to its performance of its obligations under this Purchase Order. In particular and without limitation, Supplier shall not act in any fashion or take any action that will render Bitget liable for a violation of any applicable anti-bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010), which prohibits the offering, giving or promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Supplier or Bitget in retaining or obtaining business or in providing the Products.

15. LAW AND DISPUTE RESOLUTION

15.1 This Agreement shall be governed and construed in accordance with the laws of Hong Kong SAR.

15.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when arbitration is commenced. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.

16. GENERAL

16.1 In the performance of this Agreement, Supplier shall be an independent contractor and shall not have any authority to bind or commit Bitget. Neither Supplier nor its employees nor contractors shall be entitled to any benefits applicable to employees of Bitget.

16.2 Any notice to be given under this Agreement will be in writing and addressed to the party at the address stated on the front of the Purchase Order. Notices will be deemed given and effective (i) if personally delivered, upon delivery, (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by fax or electronic mail, at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal; or (iv) if sent by certified or registered mail, within five days of deposit in the mail.

16.3 If any court of competent jurisdiction holds that any provision of this Agreement is illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of the Purchase Order will not be affected or impaired, and all remaining terms of this Agreement remain in full force and effect, provided that this provision shall not be applied to defeat the intent of the parties.

16.4 A party’s election not to insist on strict performance of any requirement of this Agreement will not operate or be construed to waive any future omission or breach, or any other provision of this Agreement.