Terms of Service

Terms of Service

bidpin

Internet Marketing Service Agreement

This Internet Marketing Service Agreement (this “Agreement”) is made by and between bidpin (the “Company”), and the signers the “Customer”, (collectively,
the “Parties”).

Whereas, the Customer has made an offer to the Company to have the Company promise to perform certain services related to internet marketing on behalf of
the Customer (such offer memorialized herein in its entirety), and the Company has accepted the Customer’s offer;

Now therefore, in consideration of the terms and conditions set forth below, the Parties agree as follows:

Section (A).

Services

The Company shall perform, and the Customer is entitled to receive, any and all services described below. The Services shall commence on the date payment
is received (the “Start Date”) and shall end when payment is canceled by the “Customer” (the “End Date”) by sending a written email to mike@bidpin.com requesting to cancel the services.

Social Media Marketing

The Company shall execute a plan that you (Customer) put in place by providing “bidpin” with hashtags & profiles to target. Based on the information
the Customer gives to the Company bidpin will only be used to promote the customers Instagram account and pictures Bidpin requires your Instagram
credentials to run its service and guarantees to delete all ties as soon as the service is terminated. Bidpin service is a legitimate marketing method
which will increase your exposure by targeting a correct market of people which in turn should result in an increase of organic followers & likes, but
is not guaranteed. The Customer shall determine the strategy & the targeted demographics most relevant to the Customer’s goals and determine which
hashtags & social media account names the Customer will benefit most from. We cannot guarantee photos liked to be appropriate material. (Example:
photos containing nudity with the hash-tags #foodie #healthyeats)

The Customer shall pay to the Company such amounts and on or before such dates as are described and stated in Schedule A and the
Customer’s performance obligation to make payment to the Company is independent of, not simultaneous or conditioned upon, any of the Company’s performance
obligations under the terms of this Agreement.

The Customer understands that after the End Date, the Company will have no ongoing obligation to continue rendering services to the Customer.

Section (B).

Payment

1. Project Fees & Reimbursable Items

The Customer shall pay the Company the fees and other compensation set forth in Section (A), which incorporates Schedule A by reference.
The Customer shall also reimburse the Company for all reasonable costs or expenses incurred by the Company in connection with the Services (See,
Section (A)), including fees paid to third parties (e.g., Google AdWords). Payment of any and all amounts due to the Company by the Customer is a condition
precedent to the Company’s obligation to perform all of its duties under this Agreement, including the Services described in Section (A). The Company shall
have no obligation to perform any Services when any amount required to be paid by the Customer remains due and unpaid beyond the date such amount is due.

2. Invoices & Payments

The Company shall invoice the Customer for all fees, charges, and reimbursable items payable to the Company on a monthly basis as such payments are due
pursuant to Section (A), which incorporates Schedule A by reference. The Customer shall pay the invoiced amount in full within thirty (30)
days of the date of each invoice, without deduction, setoff, defense, or counterclaim for any reason. Upon fraudulent attempt to file a dispute, we receive
the right, if necessary to have your account flagged with Instagram, and terminate your Instagram account.

If and only if
the Customer has not paid the invoiced amount in full within thirty (30) days of the date from the invoice stating such amounts are due to the Company,
then in addition to any and all amounts due and unpaid as of 12:00am each calendar day, the Customer shall pay the Company, such amount being due and
payable immediately and in full on 11:59pm each calendar day, interest at a rate equal to the lesser of (a) 0.045356% per calendar day (i.e., approximately
18% annualized yield if compounded daily) or (b) the maximum legal rate permitted, on the amount shown on any invoice that is paid later than thirty (30)
days after the date of the invoice.

3. Taxes

The Customer agrees to pay amounts equal to any federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or
levied, relating to any amounts payable by the Customer to the Company hereunder, this Agreement or any Services provided by the Company to the Customer
pursuant hereto and any taxes or amounts in lieu thereof paid or payable by the Company, excluding taxes based on the Company’s net income or net worth.
The Company shall invoice the Customer, and the Customer shall pay such invoiced amounts, for any taxes payable by the Customer that are required to be
collected by the Company pursuant to any applicable law, rule, regulation or other requirement of law.

Section (C).

Non-Disparagement

The Parties covenant that they shall take no action or make any statement of fact or opinion, directly or indirectly, which is intended, or would
reasonably be expected, to harm the reputation of the other, or which would reasonably be expected to lead to unwanted or unfavorable publicity to the
other, regardless whether any such statement is true, defamatory, or an opinion. Furthermore, the Parties shall use their best efforts to prevent any of
their agents (whether they are employees or independent contractors), including any members of their family or any acquaintances, from engaging in any of
the aforementioned activities or from making any of the aforementioned statements. Moreover, if the Customer does prepare an original work of authorship or
commentary regarding the Company or its services (e.g., in a physical writing, in a digital writing, a picture, in audio form, or in motion picture form),
the Customer exclusively assigns all intellectual property rights, including without limitation all copyrights, to the Company for any and all such
original works of authorship or commentary regarding the Company or its services. This section of the Agreement shall be effective at the time of creation
(i.e., immediately prior to publication) of the original works of authorship regarding the Company or its services. The Customer, and all those acting
under or through the Customer, understand(s) that unless the Company actually commences civil litigation by filing and serving a complaint upon the
Customer, it is unreasonable to apprehend that the Customer or anyone acting under or through the Customer will incur any damages or losses. The breach of
the provisions set forth in this section would cause irreparable harm and significant injury to either party to this Agreement, which would be difficult to
ascertain and which would not be compensable by money damages alone; therefore, in addition to any other remedies available, each party shall have the
right to enforce the provisions of this Agreement by injunction or other equitable relief without a showing of proof of damages.

Section (D).

DISCLAIMER OF WARRANTIES


THE COMPANY’S SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS WEBSITE, THE MATERIALS, AND ANY PRODUCT OR SERVICE OBTAINED THROUGH ITS WEBSITE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

Section (E).

LIMITATION OF LIABILITIES & REMEDIES


THE MAXIMUM LIABILITY OF THE COMPANY, AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES, LOSSES SUFFERED BY THE CUSTOMER AND FOR ANY CAUSES OF ACTION THE CUSTOMER MAY HAVE NOW OR IN THE FUTURE IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR USE OF THE COMPANY’S WEBSITE, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY THE CUSTOMER, IF ANY, TO ACCESS THE WEBSITE OR OBTAIN SERVICES FROM THE COMPANY. IN DETERMINING THE TOTAL AMOUNT PAID BY THE CUSTOMER TO THE COMPANY, THE CASH METHOD OF ACCOUNTING SHALL BE USED IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN THIS SECTION SHALL SURVIVE THE TERMINATION, EXPIRATION, LAPSE, OR NON-RENEWAL OF THIS AGREEMENT AND SHALL CONTINUE IN FULL FORCE AND EFFECT AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NO ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE SERVICES PROVIDED HEREUNDER MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, EXCEPT THAT AN ACTION FOR NON-PAYMENT OF ANY MONIES DUE TO THE COMPANY HEREUNDER MAY BE BROUGHT WITHIN THREE (3) YEARS OF THE DATE OF THE LAST PAYMENT MADE.

Section (F).

Indemnification

Customer agrees to indemnify, defend and hold the Company, its affiliates, licensors, suppliers, advertisers and sponsors, and their respective directors,
officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including
reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from the Customer’s breach of this Agreement, or the Customer
supplying any false, misleading, or damaging or harmful information to the Company.

Section (G).

Term & Survival

This Agreement shall commence on Start Date (defined earlier) and shall continue thereafter up to and through the End Date (defined earlier). The terms of
Sections (B)-(H) of this Agreement shall survive the termination, expiration, lapse, or non-renewal of this Agreement and shall continue in full force and
effect.

Section (H).

Miscellaneous

1. Governing Law

The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations
of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving any effect to its
conflict or choice of law rules or principles.

2. Consent to Jurisdiction

For purposes of litigating any dispute that may arise directly or indirectly from this Agreement, the Parties hereby consent and submit to the exclusive
jurisdiction of the federal and state courts located in the State of New York and any courts of appeal therefrom, and waive any objection (on the grounds
of lack of in personam jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over the Parties by any such
courts. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will
not be governed by the Uniform Commercial Code of any state having jurisdiction.

3. Consent to Jurisdiction

For purposes of litigation any dispute that may arise directly or indirectly from this Agreement, the Parties agree that any such litigation shall be
conducted only in the state courts of New York in the county of Queens or the federal courts of the United States located in the Eastern District of New
York and no other courts.

4. No Agency or Employee Relationship

The Company and the Customer are not partners or joint venturers; neither party is the agent or representative or employee of the other party; nothing in
this Agreement shall be construed to create any relationship between the Company and the Customer other than an independent contractor relationship.

5. Duplicate Originals

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be a duplicate original, but all of which, when taken together,
shall constitute a single document.

6. Remedies, Costs & Attorneys’ Fees

Except as otherwise provided herein, the rights and remedies of the Parties provided in this Agreement are cumulative and not exclusive of any rights or
remedies provided under this Agreement, by law, in equity or otherwise. The Customer shall pay the Company for any and all costs and reasonable attorneys’
fees incurred by the Company in connection with the collection of a debt or an action seeking money damages for the breach of this Agreement by the
Customer.

7. Entire Agreement

This Agreement contains the entire agreement and understanding between the Parties with regard to the subject matter hereof and supersedes all prior or
contemporaneous oral or written agreements, understandings and representations between the Parties. There are no oral agreements or understandings between
the Parties which are not set forth in this Agreement. Any claimed agreements between the Parties that are not set forth in this Agreement are void, and
are irrelevant in the interpretation of this Agreement.

8. Waivers

No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

9. Disclaimer of Extraneous Representations

The Parties represent that there are no oral or written representations that have been made prior to or contemporaneously with this Agreement between the
Parties which are not set forth and fully incorporated in this Agreement, except those listed on Schedule A(attached herein following the
signature page). Any claimed oral or written representations between the Parties that are not set forth and fully incorporated in this Agreement are void.
The Parties represent that any and all oral and written representations not contained in or varying from any of the terms of this Agreement were not relied
upon and did not induce any party to this Agreement into executing this Agreement, and no such oral or written representation was material, in any way, to
this Agreement.

10. Construction

This Agreement is the result of negotiations between and has been reviewed by each of the Parties hereto and their respective counsel, if any. Accordingly,
this Agreement shall be deemed to be the product of all of the Parties hereto, and no ambiguity shall be construed in favor of or against any one of the
Parties hereto. Both Parties have had a full and fair opportunity to consult legal counsel, and have either done so or consciously and voluntarily elected
not to do so.

11. Liabilities

Bidpin is in no way liable for any account suspension or picture deletion done by Instagram. Bidpin is not responsible for anything that takes place
outside its supervision.