Terms & Conditions

1 OBJECT

1.1 The present terms and conditions (“T&C”) govern the supply by Bidberry S.r.l. – with registered office in
Via Falcone e Borsellino 26, Pescara, Italy, with VAT No IT02639830690, Certified E-Mail (PEC)
bidberry@pec.it (“Bidberry”) – of a new tool named “Bidkeywords” that allows companies and/or
professional (together “Subscribers” and together with Bidberry “Parties”) to have an online visibility
management and content marketing tool that can be used on various platforms, by way of example only on
Google, Twitter, Instagram, Amazon, Bing (“Tool”), against the purchase of credits necessary for the use of
the Tool (“Credits”), as set forth below.

2 CONCLUSION OF T&C

2.1 The Subscribers declare and guarantee that they have read and expressly accepted the T&C when using
Tool and/or when they purchased the Credits. The T&C are to be considered applicable, without
distinction, to all Subscribers who i) purchase the Credits and/or ii) use all or part of the Tool.
2.2 If a Subscriber do not intend to accept even one of the terms and conditions of the T&C, it is invited to
refrain from using the Tool and/or to not purchase the Credits.
2.3 The Subscribers acknowledge and agree that Bidberry reserves the right to amend the T&C at any time, at
its sole discretion, informing the Subscribers by publishing them on the Site and/or on the App, as defined
below. The mere use of the Tool and/or the purchase of Credits following the modification shall be
considered as full acceptance by the Subscribers of the modification. The Subscribers acknowledge and
agree, therefore, that it shall be Subscribers’ responsibility to periodically check for any changes to the T&C
on the Site and/or on the App, as defined below.

3 SUBSCRIBERS

3.1 The Tool is available to both companies and professional individuals interested in using the Tool as part of
their professional activity, upon the purchase of the Credits.
3.2 Where the Subscriber is a company (“Company”), the purchase of the Credits shall be made by a person
expressly authorized by the Company (“Owner”). Once the purchase of Credits has been made, the Owner
may invite other users authorized by the Company for the purpose of using the Tool, also establishing any
privileges associated with each user authorized by the Company. Notwithstanding the above, the Company
acknowledges and agrees that it shall be solely responsible for all actions of the Owner and all individuals
invited by the Owner, as well as for the privileges granted to each user invited by the Owner. Therefore, the
Company undertakes as of now to indemnify and hold Bidberry harmless from any and all liability, damages
(direct or indirect), claims, charges, costs or expenses (including legal) that may be incurred by Bidberry
and/or third parties as a result of the actions of the Owner and/or the user invited by the Owner, including
in relation to the privileges granted.
3.3 Where the Subscriber is a professional (“Professional”), the Professional acknowledges and agrees that the
use of the Tool and the purchase of the Credits is made within the scope of his or her professional activity,
thereby not finding application the rules set forth in the so-called Italian Consumer Code (d.l.gs 206/2005).

4 USE OF THE TOOL, CREDITS AND SERVICES

4.1 The Subscribers shall create a personal account on the website of the Tool, available at the link
https://www.bidkeywords.com/ (“Site”) or on the app of the Tool, available at the link
https://app.bidkeywords.com (“App”). It is understood between the Party that in creating the personal
account the Subscribers are invited not to put a personal image but an avatar only.
4.2 To use the Tool, Subscribers shall purchase Credits. Each search made by Subscribers through the Tool shall
correspond to a call (“Call”). The Subscribers shall purchase the Credits, available with the following pricing
plans:

a) basic: includes 25 Calls at a cost of 19,90 (nineteen ninety/00) euros;
b) pro: includes 300 Calls at cost of 300 (three hundred/00) euros;
c) advances: includes 1000 Calls at cost of 495,00 (four hundred and ninety-five/00) euros.
4.3 The Credits shall be i) used by the Subscribers with no time limit ii) changed in their value by Bidberry by
amending the T&C or by providing information about the new prices on the Tool and the relevant website,
being understood that the communication of new prices on the Tool, even without an amendment of T&C,
shall prevail on the prices indicated in the T&C. In relation to the above, therefore, Subscribers hereby waive
any and all claims, including by way of compensation or reimbursement.
4.4 Through the Tool the Subscribes shall, by way of example only, have access to the following kind of
searches:
a) search engine optimisation: through this service, Subscribers shall, among others, be able to: i) check
their own position in the relevant SERP, ii) discover international keywords suitable for their business,
iii) compare their keyword strategies with those of their competitors and iv) discover the gaps in the
keyword strategies used so far thereby succeeding in improving their strategy and starting to target their
site;
b) search engine marketing: through this service, Subscribers shall, among others, be able to increase their
brand awareness through the discovery of key topics that allow them to create content that attracts
more people to their channels;
c) social media marketing and content marketing search: through this service, Subscribers shall, among
others, be able to increase the results of their PPC campaigns by analysing trends, researching the best
keywords for their ad campaigns and optimizing budgets;
d) market research: through this service, Subscribers shall, among others, be able to discovering both
competitors’ online strategies and identifying online best practices, generally improving their own online
strategy.
4.5 The Subscribers acknowledge and agree that Bidberry shall have the right to change the services included in
the Tool at its complete discretion. In relation to the above, therefore, Subscribers hereby waive any and all
claims, including by way of compensation or reimbursement.

5 PAYMENT

5.1 To proceed with the payment for the purchase of the Credits, the Subscribers shall follow the instruction on
the Site and/or on the App, entering all data required for billing.
5.2 In the event of payment by credit card and/or debit card and/or PayPal, at the conclusion of the online
transaction, the relevant payment gateway shall authorise only the amount relative to the purchase made. The
relative amount shall be charged to the Subscribers’ credit card at the time of the purchase.
5.3 The Subscribers acknowledge and agree that it shall be their responsibility, during payment, to indicate any
reference to the tax code and/or VAT number and/or other invoicing data if they want an invoice to be
issued with such indication.

6 INTELLECTUAL PROPERTY RIGHTS

6.1 The Subscribers acknowledge and agree that the “Rights” (i.e. the intellectual property rights pertaining to
the Tool such as trademarks, logos, software and any other content that may be the subject of proprietary
rights and/or any other intellectual property rights relating to the, owned exclusively and/or otherwise
available to Bidberry) are the exclusive property of Bidberry and/or third parties that have licensed their use
to Bidberry, and are protected against unauthorised use, copying and dissemination by intellectual and
industrial property laws. The mere use of the Tool does not give rise to any rights for the Subscribers, by
way of example only the intellectual and industrial property rights on the Tool, in whole or in part, who,
therefore, shall not use the Rights in any way whatsoever, except for what is strictly necessary for the use of
the Tool.
6.2 Notwithstanding the above, except as necessary to use the Tool, the Subscribers shall not download, copy,

use, assign, rent, sub-license, lend, modify, adapt, attempt to modify or alter the source code, reverse
engineer, decompile, disassemble or otherwise operate all or any part of the Tool.
6.3 The unauthorised use, copying, reproduction, modification, republication, updating, downloading, sending
by post, transmission, distribution or duplication or any other abusive use of Tool and/or all of the Rights,
by the Subscribers, is prohibited. As a user of the Tool, the Subscribers agree not to i) use the object of the
Rights for unlawful purposes and/or in violation of the provisions of the T&C and/or for purposes other
than the one expressly authorized in T&C and ii) to violate the Rights of Bidberry and/or of its third-party
licensors.
6.4 In relation to the foregoing, the Subscribers hereby agree to indemnify and hold harmless Bidberry from
any damages, direct or indirect, losses, costs, charges and expenses, including any legal fees, resulting from
the Subscribers’ use of the Rights in violation of the provisions of the T&C.
6.5 In relation to the contents that may be made available to the Subscribers through the Tool, the Subscribers
acknowledge and agree that Bidberry i) has received from the aforementioned third parties the necessary
authorisations exclusively for the purposes directly related to the Tool and ii) cannot provide any guarantee
regarding the correctness, truthfulness, completeness originality and up-to-dateness of such contents and
therefore, by way of example only, does not guarantee that the contents do not infringe third party rights or
that it is adequate and/or sufficient for the Subscribers to achieve particular objectives or results.

7 SUBSCRIBERS REPRESENTATIONS AND WARRANTIES

7.1 The Subscribers acknowledge and expressly agree that, in the event of a violation by the Subscribers of the
law, third party rights or the T&C, Bidberry shall – at its complete discretion – suspend or interrupt the
access of the Tool and/or prevent the Subscribers from accessing the Site and/or the App, as well as take
any other action useful to protect the rights and interests of Bidberry.
7.2 In order to use of the Tool, the Subscribers shall have the necessary equipment and applications such as,
but not limited to, Internet services and, in this respect, Bidberry cannot be held liable for any malfunctions,
inability to access or poor conditions of use of the Tool attributable to, by way of example, unsuitable
equipment.
7.3 The Subscribers represent and warrant that:
a) have read and understood the T&C;
b) have the necessary powers to act for the purposes set forth in the T&C and that they have the capacity
to act and sign legally binding contracts;
c) have, at the time of registration to the Site and/or to the App, chosen a secure and complex password
and that: i) shall keep the password secure and secret, ii) shall not assign their account on the Site
and/or on the App or access to the Tool purchased through it, iii) shall not allow third parties to use
their account on the Site and/or on the App and/or the Tool purchased through it;
d) shall refrain from reproducing, duplicating, copying, using, selling, reselling and otherwise exploiting
for commercial purposes the Tool;
e) shall not use spamming, chain-messaging or pyramid selling systems;
f) shall not spread viruses, spyware, adware, rootkits, backdoors, trojans and other similar malware via the
Tool.
7.4 In relation to the above, the Subscribers agree to indemnify and hold harmless Bidberry, its subsidiaries and
affiliates, as well as their respective representatives, partners and employees from any damages, direct or
indirect, losses, costs, charges and expenses, including any legal fees, arising from claims by third parties as a
result of the Subscribers’ use of the Tool in a manner that is not in accordance with the T&C and/or
violations the representations and warranties above.

8 LIMITATION OF LIABILITY IN FAVOR OF BIDBERRY

8.1 The Subscribers acknowledge and agree that Bidberry makes no representations or warranties, express or
implied, with respect to the Tool.

8.2 Bidberry shall not be held liable in any way for the results obtained by the Subscribers by using the Tool,
whether positive or negative. In particular, except in the case of willful misconduct or gross negligence, the
Subscribers i) acknowledge and agree that Bidberry shall in no way be liable to the Subscribers for any
damages, direct or indirect, losses, costs, charges and expenses, including any legal fees, suffered and/or
incurred by the Subscribers in connection with the use of Tool and ii) hereby waives any claim, including
reimbursement or compensation, against Bidberry.
8.3 Without prejudice to the foregoing, Bidberry shall in no way be liable to the Subscribers for any delays or
failures to perform its obligations in relation to the Tool in the event that such delays or failures arise from
force majeure.

9 PRIVACY

9.1 Pursuant to and for the purposes of the Reg. EU 2016/679 (“GDPR”), Bidberry, informing the
Subscribers, undertakes to ensure that all the personal data provided directly by the Subscribers or gained by
Bidberry during the use of the Tool by the Subscribers and connected with the T&C and the use of the
Tool by the Subscribers, even that relating to its employees or collaborators (when the Subscriber is a
Company), will be processed, by automated or non-automated means, exclusively for management and
administrative purposes relating to the contractual and legal obligations, except in the case in which the
Subscriber gives BidBerry a specific and optional consent to the processing of Subscriber’s personal data for
marketing and reception of commercial communication by Bidberry. The provision of personal data for
management and administrative purposes relating to the contractual obligation (processed under art. 6, par.
1, lett. b) GDPR) and legal obligations (processed under art. 6, par. 1, lett. c) GDPR) is necessary to provide
the aforementioned purposes and failure to provide the data will imply, totally or partially, the impossibility
to reach the scope. Data will be processed by Bidberry solely with modalities and procedures necessary to
pursuit the aforementioned purposes, as better explained in the privacy policy.
9.2 Bidberry informs that each data subject has the right to access, delete, rectify, update, have incomplete data
completed, object to the processing of personal data, as well as all the other rights granted by GDPR.

10 DURATION

10.1 The T&C shall be effective as of the date of acceptance and shall remain in force for the entire duration of
the use of the Tool by the Subscribers. Specifically, since the Credits can be used by the Subscriber without
time limit, the T&Cs shall remain in effect until the Subscriber has used all the Credits purchased.
10.2 In relation to the above, the Subscribers acknowledge and agree that they shall not have the to withdraw
from the T&C from the moment they purchase the Credit and, therefore, they shall not have the right to any
refund. In this regard, Subscribers hereby waive any and all claims, including by way of compensation or
reimbursement.

11 MISCELLANEA

11.1 The Subscribers shall not assign the T&C in whole or in part to third parties.
11.2 The T&C contain the overall agreement reached by the Parties with respect to their subject matter.
11.3 Should any term or other provision of the T&C be declared void, voidable or unenforceable, all other terms
and provisions of the T&C shall nevertheless remain in full force and effect.
11.4 Bidberry and the Subscribers act in full autonomy and independence. The T&C do not create any
relationship of collaboration, agency, association, intermediation or employment between them.

12 APPLICABLE LAW AND JURISDICTION

12.1 The General Terms and Conditions are entirely governed by Italian law.
12.2 Any dispute arising between the Parties in relation to the validity, interpretation, execution and termination
of the T&C and/or in any case in connection with the T&C shall fall under the exclusive jurisdiction of the
Court of Milan, to the exclusion of any other, even concurrent or alternative, court.