CryptoCaddy Hardware Purchase Agreement

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Last Updated: June 9, 2022

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This CryptoCaddy Hardware Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your purchase of Mining Hardware (as defined below) through https://cryptocaddy.shop (the “Site”) and is an agreement between CryptoCaddy LLC (“CryptoCaddy,” “we,” “us,” or “our”) and you or the entity you represent (“Customer,” “you,” or “your”). This Agreement takes effect when you click an “I Accept” button or checkbox presented with these terms or otherwise sign this Agreement (the “Effective Date”). Customer represents to CryptoCaddy that Customer is lawfully able to enter into contracts (e.g., Customer is not a minor). If Customer is entering into this Agreement for an entity, Customer represents to CryptoCaddy that Customer has legal authority to bind that entity. Please see Section 9 for definitions of certain capitalized terms used in this Agreement.

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1. SALE OF HARDWARE

1. Order of Hardware. The Customer shall place Order through Site or through other methods accepted by CryptoCaddy, and such Order shall constitute an irrevocable offer to purchase specific Hardware from either CryptoCaddy or a Third-Party Seller as such Hardware and seller is specified in the Purchase Order. Each Purchase Order shall be subject to the terms of this Agreement, which will be incorporated therein by reference. In the event of any conflict between the express terms of a Purchase Order and the terms of this Agreement, the express terms of the Purchase Order shall prevail with respect to that Purchase Order only. The unit hashrate is estimated, the final unit hashrate may be changed according to production. The total hashrate will be no less than the amount stated on the Purchase Order.

2. Payment and Delivery. The Customer shall make payment in accordance with the terms specified in Section 2. CryptoCaddy shall also provide for the delivery to the Delivery Point.

3. No Refunds, Returns or Exchanges. The Customer acknowledges and confirms that the Order is irrevocable and cannot be cancelled by the Customer, and that the product(s) and Hardware ordered from CryptoCaddy are not returnable, refundable or exchangeable. All sums paid by the Customer to CryptoCaddy shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason. Down payment and payment of Total Purchase Price are not refundable, save as otherwise mutually agreed by the Parties. Refund requests based on shipment delay WILL NOT be accepted if delay is caused by the manufacturer. Further, unless otherwise agreed in writing by CryptoCaddy, upon arranging for delivery of the Hardware to Customer directly or to a non-CryptoCaddy Hosting Facility, such Hardware is ineligible for hosting at CryptoCaddy Hosting Facility or for any returns, refunds or exchanges.

2. PAYMENT TERMS AND TAXES

1. Purchase Price. Customer will pay CryptoCaddy the Purchase Price. The Customer must pay the entire balance of the Purchase Price prior to the Hardware transferring title to the Customer. If the manufacturer of the Hardware issues any coupons for the Hardware, CryptoCaddy will pass coupons directly onto the Customer by applying any discount from the coupon to Purchase Price. Customer shall be responsible for all state sales and use tax.

2. Payment. Customer shall pay the Purchase Price in USD or USDT during the checkout process or according to the Purchase Order. In the event that the Customer fails to satisfy full payment in the amount of the Purchase Price within four (4) Business Days of checkout or date of the Purchase order, CryptoCaddy is under no obligation to reserve the Hardware for the Customer and will be able to freely sell the Hardware to another party. If CryptoCaddy is unable to deliver the Hardware for any reason, CryptoCaddy will return the entire Purchase Price to Customer. Under no circumstance will any billing error affect the Customer’s obligation to pay the Purchase Price to CryptoCaddy. Customer expressly authorizes to place and, upon payment in full of the Purchase Price, pay for such order. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, CUSTOMER ACKNOWLEDGES THAT CRYPTOCADDY IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON. Customer hereby grants and CryptoCaddy a purchase money security interest in the all Hardware and all inventory of the Customer acquired from CryptoCaddy or hereafter acquired from CryptoCaddy, as well as the proceeds and product from the sale of such Hardware and inventory, as security for Customer’s obligations hereunder until payment of the full purchase price plus service fees for the Equipment to CryptoCaddy.

3. DELIVERY

1. Shipment. Shipment shall be DDP (Delivered duties paid). Customer agrees that the Delivery Date is an estimate only and may be changed. CryptoCaddy will use commercially reasonable efforts to cause the Hardware to be shipped in accordance with the Delivery Dates. However, CryptoCaddy shall not be liable for failure to ship the Hardware as estimated. CryptoCaddy shall not be responsible for any delivery delay caused by the Customer, Manufacturer, or any third party, including but not limited to the carrier, the customs, and the import brokers, nor shall it be liable for damages, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery of the Hardware for any reason whatsoever.

2. Delivery Point. Hardware purchased through CryptoCaddy, if designated by Customer, may be delivered to a Hosting Facility operated by CryptoCaddy, CryptoCaddy’ agents or a 3rd party for Hosting Services. Customer may also have Hardware delivered to a different Delivery Point where CryptoCaddy Hosting Services will not be used. If Customer fails to provide CryptoCaddy with the delivery place or the delivery place provided by Customer is a false address or does not exist, or the Purchaser reject to accept the Hardware, any related costs incurred (including storage costs, warehousing charge and labor costs) shall be borne by the Customer. CryptoCaddy may issue the Customer a notice of self-pick-up and ask the Customer to pick up the Hardware itself. CryptoCaddy shall be deemed to have completed the delivery obligation under this Agreement after two (2) business days following the issue of the self-pick- up notice. After 30 days of the self-pick-up notice, CryptoCaddy shall be entitled to deal with the Hardware in any manner as it deems appropriate. In the event that the Customer elects to take delivery of the Hardware or instructs that CryptoCaddy deliver the Hardware non-CryptoCaddy approved and operated facility, then the Customer may not employ the CryptoCaddy Hosting Services for the given Hardware. When delivered to a non-CryptoCaddy Hosting Facility, the Customer shall be responsible for the installation, maintenance and operation of the Hardware.

3. Cancellation or Modification. Customer may not modify, terminate, cancel, or otherwise alter orders, or defer shipment, after acceptance of the order from CryptoCaddy without the written consent of CryptoCaddy, which may be withheld or conditioned in CryptoCaddy’s sole discretion.

4. Return Expense. If the Hardware is rejected and/or returned back to CryptoCaddy or the manufacturer for any reason and regardless of the cause of such delivery failure, the Customer shall be solely and exclusively liable for and shall defend, fully indemnify and hold harmless CryptoCaddy against any and all related expenses, fees, charges and costs incurred, arising out of or incidental to such rejection and/or return (the “Return Expense”). Furthermore, if the Customer would like to ask for CryptoCaddy’s assistance in redelivering such Hardware or assist in any other manner, and if CryptoCaddy at its sole discretion decides to provide this assistance, then in addition to the Return Expense, the Customer shall also pay CryptoCaddy an administrative fee in accordance with CryptoCaddy’s then applicable policy.

1. TERM AND TERMINATION

1. Term. This Agreement will be effective upon the Customer’s initiation of payment during the checkout process.

2. Termination. This Agreement shall remain effective up to and until the delivery of the last Hardware.

1. REPRESENTATIONS AND WARRANTIES

1. Authority and Capacity. Each party represents, warrants, and covenants that (i) it has full legal capacity, right, power and authority to execute and perform its obligations under this Agreement; and (ii) its performance of obligations hereunder will not violate any applicable laws or require the consent of any third party.

2. Title to Customer Hardware and Receipt of Mining Rewards. Customer represent, warrant and covenant that (i) Customer has clear title, free and clear of all security interests or liens, to Customer Hardware, including the legal right to use, operate and locate the Customer Hardware; and (ii) its receipt of Mining Rewards will not violate any applicable laws or require the consent of any third party.

3. Accuracy of Customer Information. Customer represents and warrants that: (i) the information Customer has provided for the purpose of establishing an account with CryptoCaddy is true, accurate, current and complete; and (ii) Customer will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

4. Export Regulations. Each Party acknowledges that certain Hardware purchased by CryptoCaddy on behalf of Customer hereunder and any related documentation and other technology of the Manufacturer of the Hardware may be subject to application export control and sanction laws, regulations, and orders. Each Party certifies, represents, and warrants that it is in compliance and shall take all necessary acts to remain in compliance with all applicable export and re-export control laws and regulations, including, without limitation, the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions and regulations maintained by OFAC (defined below), and the International Traffic in Arms Regulations maintained by the U.S. Department of State. Each Party hereby agrees to defend, indemnify and hold the other Party harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

5. FCPA; Anti-Bribery. In carrying out its responsibilities hereunder, each Party represents that it shall comply with all applicable anti- bribery laws including, but not limited to, the U.S. Foreign Corrupt Practices Act, as revised (“FCPA”), and the Organization for Economic Cooperation and Development Anti-Bribery Convention, as implemented in the territory. Each Party represents that it understands that the FCPA generally prohibits the promise, payment or giving of anything of value either directly or indirectly to any government official for the purpose of obtaining or retaining business or any improper advantage. For purposes of this section, “government official” means any official, officer, representative, or employee of any non-U.S. government department, agency or instrumentality (including any government-owned or controlled commercial enterprise), or any official of a public international organization or political party or candidate for political office. Each Party represents and warrants unto itself that, in the performance of this Agreement, (i) neither it nor any of its representatives are governmental employees or officials or candidates for political office and it will advise the other Party of any change in such representation; (ii) it and its representatives have not and will not make, offer, or agree to offer anything of value to any government official, political party, or candidate for office; (iii) it will comply with all provisions of the FCPA and the regulations thereunder as amended from time to time; and (iv) it agrees to indemnify, defend, and hold the other Party harmless for damages and expenses resulting from a violation of the foregoing by itself or its representatives.

6. OFAC. Pursuant to United States Presidential Executive Order 13224 (“Executive Order”), each Party may be required to ensure that it does not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons (“List”) generated by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. The names or aliases of these persons or entities (“Blocked Persons”) are updated from time to time. Each Party certifies, represents and warrants that: (a) it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or any other banned or blocked person, entity, nation or transaction pursuant to any Law that is enforced or administered by the OFAC; and (b) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Each Party hereby agrees to defend, indemnify and hold the other Party harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

1. LIMITATIONS OF LIABILITY

1. Force Majeure. CryptoCaddy shall not be liable (beyond return of the entire Purchase Price) for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by any event beyond its control, including, without limitation, accident, fire, actual or threatened strike or riot, explosion, mechanical breakdown (including technological or information systems), plant shutdown, unavailability of or interference with necessary transportation, any raw material or power shortage, acts of God or public enemy, or any other cause or contingency beyond CryptoCaddy’s direct control. The time for performance shall be extended for a period equivalent to the delay. If, by reason of any of the foregoing events, CryptoCaddy’s supply of the Hardware shall be insufficient to meet all requirements, including its own, CryptoCaddy shall have the right, at its option, and without liability, to allocate its available supply of Hardware among its present and future customers in such a manner as CryptoCaddy deems equitable so long as Customer receives a return of a portion of the Purchase Price for any Hardware not delivered. If by reason of any of the foregoing events, the cost of the Hardware exceeds the Purchase Price, CryptoCaddy shall have the right, at its option, to terminate such transaction without liability to CryptoCaddy; provided that upon termination, CryptoCaddy shall refund the entire Purchase Price to Customer.

2. WARRANTY DISCLAIMER. CryptoCaddy represents and warrants that (i) the Hardware shall be in good working order when the same is delivered to the Customer and (ii) CryptoCaddy and/or the seller of the Hardware is able to deliver good and marketable title to the Hardware to the Customer and (iii) the seller of the Hardware is reputable and has not used the Hardware for any illegal, dishonest or nefarious purpose. Except as provided above, Customer hereby acknowledges and agrees that CryptoCaddy makes no additional representation or warranty with respect to the condition of the Hardware. CRYPTOCADDY EXPRESSLY DISCLAIMS ALL AND MAKES NO WARRANTIES WITH RESPECT TO ANY HARDWARE AND/OR SERVICES PROVIDED HEREUNDER, EXCEPT AS PROVIDED HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

3. Limitation of Actions. EXCEPT IN THE EVENT OF FRAUD, NEGLIGENCE, WILLFUL MISCONDUCT OR THE BREACH OF A REPRESENTATION OR WARRANTY IN THIS AGREEMENT, NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

4. Replacements and Returns. The Hardware may be covered under warranty by the Manufacturer. The Customer shall return or undergo the warranty process with the Manufacturer at Customer’s sole expense, and follow such Manufacturer’s return/replacement policy with respect to any such defective Hardware. Customer acknowledges and agrees that, in the event Customer seeks any type of refund, replacement, and/or the like, Customer agrees to look solely to the Manufacturer with respect to all mechanical, service, and other claims. CryptoCaddy shall not be under any obligation to replace/return the defective Hardware or deal with the Manufacturer with respect to any such defective Hardware.

5. Idemnification. Both parties covenant and agree to indemnify and hold harmless the other and its members, officers, employees and agents from any and all costs, expenses, losses, damages and liabilities incurred or suffered, directly or indirectly, by any of them (including, without limitation, reasonable legal fees and costs) resulting from or attributable to (a) the breach of, or misstatement in, any one or more of the representations, warranties, obligations or covenants of Customer made in or pursuant to this Agreement; (b) the failure by Customer to pay any and all shipping costs, applicable taxes, customs, duties, tariffs, and the like arising from the transactions set forth in this the Agreement, (c) any act or omission of the indemnifying party, or (d) ownership or operation of the Hardware by Customer.

1. CONFIDENTIALITY

1. General. Each party acknowledges that it and its employees or agents may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information which is Confidential Information of the other party. Neither party may use nor copy any Confidential Information except to the limited extent necessary to perform its obligations under this Agreement and will not disclose any Confidential Information to any person or entity other than to its employees who have a need to know the Confidential Information or as otherwise expressly permitted by this Agreement. Each party shall use the same measures that it uses to protect its own most confidential and proprietary information to protect the Confidential Information, but in no event less than commercially reasonable measures.

2. Return of Confidential Information. Upon termination or expiration of this Agreement, or at any other time at the request of the other party, each party shall return to the other party, or destroy and delete, as applicable, all Confidential Information and any copies thereof in its possession or control.

3. Privacy. CryptoCaddy warrants and represents that, CryptoCaddy shall comply with all applicable privacy laws throughout the Term, and will take all reasonable steps within CryptoCaddy’s power to ensure that CryptoCaddy’s employees, contractors and other customers comply with all applicable privacy laws.

4. CryptoCaddy Proprietary Information. Except for the rights expressly granted herein, all rights, titles, and interests to any and all customer relationships, proprietary rights and intellectual property rights in CryptoCaddy’s data will remain with and be the exclusive property of CryptoCaddy.

5. Government Inquiries and Investigations. CryptoCaddy may cooperate with any government or legal investigation regarding any aspect of the Hosting Service or the services herein, which may include producing identifying information of Customer.

1. DISPUTES

1. General. To the fullest extent permitted by law, the parties hereto (the “Parties”) agree to waive their rights to seek remedies in court, including but not limited to rights to a trial by jury. The Parties agree that any dispute between or among them or their subsidiaries, affiliates or related entities arising out of, relating to or in connection with this Agreement, will be resolved in accordance with a confidential two-step dispute resolution procedure involving: (1) non-binding mediation, and (2) binding arbitration under the Federal Arbitration Act, 9 U.S.C. 1, et. seq., or state law, whichever is applicable. Any such mediation or arbitration hereunder will be under the auspices of the American Arbitration Association (“AAA”) pursuant to its then current Commercial Arbitration Rules and Mediation Procedures (the “AAA Commercial Rules”). No arbitration will be initiated or take place with respect to a given dispute if the Parties have successfully achieved a mutually agreed to resolution of the dispute as a result of the step-one mediation. The arbitration (if the dispute is not resolved by mediation) will be conducted by a single AAA arbitrator, mutually selected by the Parties, as provided for by the AAA Commercial Rules. The Parties agree that the arbitrator will apply the substantive law of the State of Delaware to all state law claims and federal law to any federal law claims, that discovery will be conducted in accordance with the AAA Commercial Rules or as otherwise permitted by law as determined by the arbitrator. In accordance with the AAA Commercial Rules (a copy of which is available through AAA’s website, www.adr.org), the arbitrator’s award will consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The Parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is limited under state and federal law. Any award rendered by the arbitrator will be final and binding, and judgment may be entered on it in any court of competent jurisdiction. Nothing contained herein will restrict either party from seeking temporary injunctive relief in a court of law. In the unlikely event the AAA refuses to accept jurisdiction over a dispute, the Parties agree to submit to Judicial-Arbitration-Mediation Services (“JAMS”) mediation and arbitration applying the JAMS equivalent of the AAA Commercial Rules. If AAA and JAMS refuse to accept jurisdiction, the Parties may litigate in a court of competent jurisdiction.

1. DEFINITIONS

1. “Confidential Information” refers to confidential or proprietary information of a party including, without limitation, business plans, strategies, forecasts and projections and information about business structures, operations, systems, finances, assets, investments, investment strategies, software and other technology systems, and personnel, customers and suppliers. Confidential Information does not include if it (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.

2. “Delivery Date” refers to the date at which the Hardware is scheduled to be delivered to the Customer or the hosting location that the Customer instructs CryptoCaddy to arrange the Hardware to be shipped.

3. “Force Majeure Event” means a failure by the other party to perform any of its obligations under this Agreement, if such failure is caused by events or circumstances beyond its reasonable control, including, without limitation, acts of God, war, labor strike, terrorist act, fire, flood, earthquake, landslide, hurricane, typhoon, tsunami, volcanic eruption, inclement weather, health epidemic or any law, order, regulation, seizure or other action of any governing authority or agency. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder

4. “Hardware” refers to the cryptocurrency mining hardware belonging to the Customer and specified in the Order Summary Page.

5. “Hosting Facility” or “Hosting Partner” means a data center owned, leased, operated or reserved by CryptoCaddy or CryptoCaddy partners through the Site.

6. “Hosting Service” refers to services provided to Customer, if selected, by CryptoCaddy to arrange shelf and/or rack space, sufficient electrical capacity at the required voltage and wattage, provision of electricity, monitoring and services (according to section 3.2) of Customer Hardware to achieve the Service Level (i.e., standard fixes, basic repairs or Hardware resets), and support from CryptoCaddy Mining Support Team.

7. “Losses” means all damages, judgments, liabilities, losses and expenses, including without limitation, attorney’s fees.

8. “Manufacturer” means the party that created the Equipment as reflected in the Purchase Order.

9. “Purchase Order`"` means a written purchase order issued by CryptoCaddy to the Customer for the Customer Hardware.

10. “Purchase Price” means the total Hardware purchase price, import duties, tariffs, duties and insurance) for the Hardware as reflected in the Purchase Order.

1. GENERAL PROVISIONS

1. Captions and Section Headings. Captions and section headings are for convenience only, are not a part of this Agreement and may not be used in construing it.

2. Entire Agreement. This Agreement, including any Purchase Order(s) certificate, schedule, exhibit or other document delivered pursuant to its terms, constitutes the entire agreement between the parties and supersedes any other agreement, whether oral or written, with respect to the subject matter hereof. There are no verbal agreements, representations, warranties, undertakings or agreements between the parties, and this Agreement may not be amended or modified in any respect, except by a written instrument signed by the parties to this Agreement. ANY WARRANTIES, TERMS, AND/OR CONDITIONS IN ANY PURCHASE AGREEMENTS, INVOICES, CREDIT APPLICATIONS, PURCHASE ORDERS, AND THE LIKE, OR ANY OTHER DOCUMENTS BETWEEN CRYPTOCADDY AND CUSTOMER THAT CONFLICT WITH THE TERMS AND CONDITIONS SET FORTH HEREIN ARE GOVERNED BY THE TERMS HEREIN. CryptoCaddy may at any time revise the terms of this Agreement by updating these terms and by providing notice to Customer of that change.

3. Force Majeure. Neither party will be responsible nor in any way liable for any delays or failures in performance, except for payment of the Purchase Price.

4. Governing Law. This Agreement and all claims arising out of or related to this Agreement are governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. The jurisdiction is exclusively to the courts within the State of Delaware.

5. Injunctive Relief. The parties acknowledge that the Confidentiality provision of this Agreement is reasonable in scope and duration and are not unduly restrictive. Customer further acknowledge that a breach of any of confidentiality obligation of this Agreement will render irreparable harm to CryptoCaddy, and that a remedy at law for breach of the Agreement is inadequate, and that CryptoCaddy shall therefore be entitled to seek any and all equitable relief, including, but not limited to, temporary and permanent injunctive relief, without the necessity of posting a bond, and to any other remedy that may be available under any applicable law or agreement between the parties. Customer acknowledges and agrees that an award of damages to CryptoCaddy does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies.

6. No Assignment. Customer will not assign or otherwise transfer this Agreement or any of the Customer’s rights and obligations under this Agreement, without the prior written consent of CryptoCaddy, which may be unreasonably withheld. Any assignment or transfer in violation of this Section will be void. CryptoCaddy may assign this Agreement without the Customer’s consent (i) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (ii) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for CryptoCaddy as a party to this Agreement and CryptoCaddy is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The Customer may not merge this Agreement with any other agreements with CryptoCaddy it may be party to.

7. Notice. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement, (i) when personally delivered, (ii) upon receipt of a telephonic facsimile transmission with a confirmed telephonic transmission answer back, (iii) three (3) days after having been deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, (iv) one (1) business day after having been dispatched by a nationally recognized overnight courier service, or (v) on the date transmitted if by email, addressed to the parties or their permitted assigns at such address or number as is given in writing by either party to the other.

8. Relationship of the Parties. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties. Neither party has the power or authority as agent, employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever without the other’s prior written consent.

9. Survival. Any provision of this Agreement, which, by its nature, would survive termination or expiration of this Agreement, will survive any such termination or expiration, including, without limitation, those provisions concerning confidentiality, indemnification, and limitation of liability.

10. Waivers. Any failure by any of the parties to comply with any of the obligations, agreements or conditions set forth in this Agreement may be waived by the other party or parties, but any such waiver will not be deemed a waiver of any other obligation, agreement or condition contained herein.

11. Liquidated Damages Not Penalty. It is expressly agreed that any liquidated damages payable under this Agreement do not constitute a penalty and that the Parties, having negotiated in good faith for such specific liquidated damages and having agreed that the amount of such liquidated damages is reasonable in light of the anticipated harm caused by the breach related thereto and the difficulties of proof of loss and inconvenience or non-feasibility of obtaining any adequate remedy, are estopped from contesting the validity or enforceability of such liquidated damages.

12. No Restrictions Against CryptoCaddy . Customer hereby acknowledges and agrees that CryptoCaddy may sell any inventory, equipment, machinery, or other products, not specified in Purchase Order hereto to any party pursuant to any terms and conditions agreed to by CryptoCaddy and nothing in this Agreement shall restrict Customer from the same.