Berry Tech Inc.
TERMS AND CONDITIONS OF THE FREE STOCK PROGRAM
Version in force from: 01/09/2026 through 31/12/2026.
NOTICE OF ACCEPTANCE: By selecting a Promotional Asset on the Platform and checking the acceptance box, the User declares that they have read, understood and fully accepted these Terms and Conditions of the Free Stock Program (the “Program T&C”). These Program T&C supplement the General Terms and Conditions of the Platform (the “General T&C”) and Berry's Privacy Policy, without amending or replacing them. In the event of a conflict between these Program T&C and the General T&C, these Program T&C shall prevail solely with respect to the Free Stock Program.
Article 1. Purpose and scope
These Program T&C govern the conditions under which Berry Tech Inc. (“Berry”), a company incorporated and registered in the British Virgin Islands (BVI) under BVI Company Number 2142653, with registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands, offers new Platform users a promotional investment simulation experience called “Free Stock” (the “Program”).
The Program is exclusively promotional and demonstrative in purpose: its object is to allow the User to become familiar with how the Platform works and with how the price of an asset behaves, without any exposure of their own assets.
Participation in the Program is voluntary and free of charge, and does not require any contribution of the User's own funds to the Program. No User is required to take part in the Program in order to access the Services of the Platform.
The Program runs in two successive stages: the Selection of the Promotional Asset and the Activation of the Simulated Position. The Selection has no effect until Activation occurs on the terms of Article 3.
The Program is available only in those jurisdictions in which the Platform is enabled in accordance with the General T&C. Berry may restrict its availability in particular jurisdictions, at its sole discretion and without stating a reason.
Article 2. Definitions
For the purposes of these Program T&C, the following terms shall have the meaning assigned to them below:
“Promotional Asset”: the instrument selected by the User from the closed list that Berry makes available at the start of the Program, whose market price serves solely as the calculation reference for the Simulated Position.
“Simulated Position”: the internal record, generated and administered by Berry in its systems, which reflects the movement of the price of the Promotional Asset over a fixed Representative Quantity, determined at the time of the Selection in accordance with Article 4.4, without this implying the purchase, holding or ownership of any security, digital asset or instrument by the User.
“Representative Quantity”: the number of units of the Promotional Asset resulting from dividing the Notional Amount by the Reference Price in force at the time of the Selection. The Representative Quantity is fixed at that moment, remains unchanged throughout the Program, and is representative only, for the purpose of calculating the Result.
“Notional Amount”: the amount of USD 100 (one hundred United States dollars) that forms the basis for calculating the Simulated Position. The Notional Amount is not credited to the User's account, does not form part of their balance, is not withdrawable or transferable, and does not constitute a credit, loan, advance or deposit in the User's favor.
“Reference Price”: the price of the Promotional Asset published by Berry on the Platform, used to value the Simulated Position both at the start and at the close of the Program.
“Selection”: the act by which the User chooses, on a single and irrevocable basis, the Promotional Asset from the list available on the Platform, in accordance with Article 4.
“Activation Window”: the period of seven (7) calendar days counted from the Selection, within which the User must satisfy all of the Activation requirements set out in Article 3.2.
“Activation”: the moment at which the User has satisfied all of the requirements set out in Article 3.2 within the Activation Window, from which Berry opens the Simulated Position and the Program Term begins to run.
“Program Term”: the period of thirty (30) calendar days counted from Activation.
“Closing”: the moment at which the User's Simulated Position is closed, whether by Early Close or by Automatic Close, whichever occurs first.
“Early Close”: the closing of the Simulated Position ordered by the User before the expiry of the Program Term, in accordance with Article 6.
“Automatic Close”: the closing of the Simulated Position carried out by Berry on expiry of the Program Term, in accordance with Article 6.
“Result”: the difference, positive or negative, between the value of the Simulated Position at Closing and the Notional Amount, determined in accordance with Article 7.
“Bonus”: the benefit that Berry grants the User where the Result is positive, consisting of delivery in kind of the Promotional Asset for a value equal to the Result, in accordance with Article 8.
“Locked Balance”: the portion of the balance of the User's account that is not available for withdrawal during the Lock Period, in accordance with Article 9.
“Lock Period”: the period of ninety (90) calendar days counted from Closing.
Terms not defined herein shall have the meaning given to them in the General T&C.
Article 3. Eligibility and participation requirements
3.1. Requirements for the Selection
New Platform users who have satisfied all of the following requirements may access the Selection of the Promotional Asset:
Having validly created an account on the Platform by registering with an email address and password, or by authenticating with third-party identity providers enabled on the Platform.
Having confirmed their email address, where the Platform so requires.
Having chosen a valid and available Berry ID.
Having completed the onboarding questions that the Platform provides.
The Selection is only the choice of the Promotional Asset. The Selection does not open the Simulated Position, does not give the User any right, and does not start the Program Term.
3.2. Requirements for Activation
In order for Berry to open the Simulated Position, the User must satisfy, within the Activation Window, all of the following additional requirements:
Having completed the identity verification (KYC) process and obtained effective approval from Berry.
Having made a deposit credited to their account for an amount equal to or greater than the minimum deposit in force, which is published on the Platform and may be amended by Berry at any time.
The requirements are cumulative. Partial satisfaction does not give rise to Activation and does not generate any right, expectation or proportional benefit of any nature.
3.3. Lapse on expiry of the Activation Window
Once seven (7) calendar days have elapsed from the Selection without the User having satisfied all of the Activation requirements, the Selection lapses automatically and definitively by operation of law, with no need for prior notice or any act on Berry's part. Subsequent satisfaction of the requirements does not reactivate the lapsed Selection, does not give rise to the opening of the Simulated Position, and does not enable a new participation in the Program.
3.4. One participation only
Each Platform account may take part in the Program one (1) time only. Participation is not cumulative, renewable or repeatable under any circumstances.
3.5. Exclusions
The following may not take part in the Program: (i) Disqualified Persons within the meaning of the General T&C; (ii) directors, officers, employees and contractors of Berry and of its affiliated or controlled companies; and (iii) Users whose accounts are suspended, blocked or subject to restrictive measures.
3.6. Independence from other programs
The Program is independent of any other Berry promotional initiative, including the Referral Program. Participation in the Program is governed exclusively by these Program T&C, and the benefits of each program are determined, credited and released autonomously in accordance with their respective terms.
Article 4. Selection of the Promotional Asset
4.1. Available list
The User shall select the Promotional Asset from a closed list of instruments that Berry makes available on the Platform. The composition of the list is determined by Berry at its sole discretion and may be amended, expanded or reduced at any time, without prior notice and without this giving rise to any claim.
4.2. No recommendation
The inclusion of an instrument in the list does not constitute an investment recommendation, suggestion, financial advice, or an opinion of Berry as to its merits, risks, future performance or suitability for the User's profile. The selection is the User's exclusive, free and informed decision.
4.3. Irrevocability
The selection of the Promotional Asset is single, final and irrevocable. Once confirmed, the User may not amend, substitute or cancel the Promotional Asset selected, through any channel or under any circumstances.
4.4. Determination of the Representative Quantity
Once the Selection is confirmed, Berry shall determine the Representative Quantity by dividing the Notional Amount by the Reference Price in force at the time of the Selection. The Representative Quantity so determined is fixed definitively and shall not be recalculated, adjusted or subsequently reviewed, whatever variation the price of the Promotional Asset may undergo between the Selection and Activation.
4.5. Opening of the Simulated Position
The Simulated Position opens upon Activation, over the Representative Quantity determined in accordance with Article 4.4. The Program Term begins to run from Activation, regardless of the date on which the Selection took place.
The User expressly acknowledges and accepts that, as a consequence of the mechanics described, the total period during which the Simulated Position reflects price movements may extend to thirty-seven (37) calendar days: up to seven (7) calendar days corresponding to the Activation Window, plus the thirty (30) calendar days of the Program Term.
The User acquires no right over the price movement occurring before Activation where the Selection lapses in accordance with Article 3.3. The lapse of the Selection extinguishes all of its effects, including the Representative Quantity determined.
Article 5. Nature of the Simulated Position
5.1. No purchase and no ownership
The Simulated Position does not involve the purchase, subscription, acquisition, holding or ownership of any stock, ETF, security, digital asset, token or instrument. Berry does not execute, for the account of or on behalf of the User, any transaction on a market, with an intermediary, custodian or service provider of any nature as a result of the opening of the Simulated Position.
5.2. Internal record
The Simulated Position consists exclusively of an internal record administered by Berry in its systems, whose sole function is to reflect the movement of the Reference Price of the Promotional Asset over the Notional Amount, for the purpose of determining the Result of the Program.
5.3. No rights
The Simulated Position confers on the User no right against the issuer of the Promotional Asset or against third parties, including, without limitation: political or voting rights, economic rights, pre-emptive subscription rights, or the right to receive dividends, distributions or any other payment.
5.4. No effect from corporate actions
The Simulated Position reflects exclusively the movement of the price of the Promotional Asset. Accordingly, it shall not be subject to any adjustment, compensation or recognition for dividends, cash or in-kind distributions, stock splits or reverse splits, mergers, spin-offs, takeover bids, exchanges, or any other corporate action affecting the Promotional Asset during the Program Term.
5.5. Non-transferable and no enforceable value
The Simulated Position is personal and non-transferable. It may not be assigned, transferred, encumbered, traded or used as collateral. The User may not require Berry to deliver the Notional Amount, to settle it in cash, or to deliver the Promotional Asset physically or by book entry, or to provide any performance other than the Bonus on the terms of Article 8.
5.6. No exposure of the User's own assets
The User contributes no funds of their own to the Simulated Position and assumes no exposure of their own assets arising from it. If the Result is negative, that result shall be absorbed in full by Berry, with no consequence, charge, debt or obligation for the User.
Article 6. Term, Early Close and Automatic Close
6.1. Term
The Simulated Position shall remain open for a Program Term of thirty (30) calendar days counted from its opening, save for an Early Close.
6.2. Early Close
The User may order the closing of their Simulated Position at any time during the Program Term, without having to state a reason. The Early Close must cover the whole of the Simulated Position. Partial, staggered or successive closes are not permitted: the User may not close a fraction of the Simulated Position and keep the remainder open.
The Early Close is irreversible. Once ordered, the Simulated Position may not be reopened and the User may not take part in the Program again.
6.3. Automatic Close
Once the Program Term has expired without an Early Close having taken place, Berry shall proceed with the Automatic Close of the Simulated Position, with no need for any instruction, request or action on the User's part, and with no obligation to give prior notice.
6.4. Execution outside regular market hours
The User may order the Early Close during the extended trading hours enabled on the Platform. However, the User acknowledges and accepts that the execution of the purchase provided for in Article 8 shall take place at the opening of the immediately following regular market session.
If the expiry of the Program Term falls on a non-trading day, the Automatic Close and the corresponding execution shall take place at the opening of the next regular market session.
Once the Result has been determined, the order that Berry places for the delivery of the Bonus in accordance with Article 8 is irrevocable. The User may not cancel, amend or suspend it, through any channel or under any circumstances, regardless of any price movements that may occur between Closing and its effective execution.
Article 7. Determination of the Result
7.1. Calculation
At Closing, Berry shall determine the Result as the difference between (i) the product of the Representative Quantity and the Reference Price of the Promotional Asset in force at that moment, and (ii) the Notional Amount.
7.2. Reference Price
The Reference Price shall, in all cases, be the price of the Promotional Asset published by Berry on the Platform. The User acknowledges and accepts that this price may differ from the price in force on other markets, platforms or information sources, and that such difference gives rise to no claim, adjustment or compensation.
7.3. Negative or zero Result
If the Result is negative or equal to zero, the Program shall end without delivery of a Bonus, at no charge to the User and without this giving rise to any claim, compensation or future participation in the Program.
7.4. Final character
The records of Berry's systems relating to the opening of the Simulated Position, the Reference Prices applied, the Closing and the determination of the Result shall constitute sufficient evidence for all purposes of the Program, save for conclusive evidence to the contrary.
Article 8. Delivery of the Bonus
8.1. Delivery in kind
If the Result is positive, Berry shall deliver to the User, as the Bonus, the Promotional Asset for a value equal to the Result. To that end, Berry shall execute, for the account and on the order of the User, a purchase of the Promotional Asset for that amount, the proceeds of which shall be credited to the User's account on the Platform.
The User acknowledges and accepts that the number of units of the Promotional Asset actually credited shall depend on the execution price of that purchase, which may differ from the Reference Price used to determine the Result.
8.2. No cash settlement
The Bonus is delivered exclusively in kind. The User may not require its settlement in cash, in fiat currency, in Digital Dollars or in any asset other than the Promotional Asset selected.
8.3. Result below USD 1.00
If the Result, while positive, is below USD 1.00 (one United States dollar) —the minimum amount required to execute an order under the operating conditions in force of the Platform and its providers— the Bonus shall be delivered in Digital Dollars for the amount equal to the Result, instead of the delivery in kind provided for in Article 8.1. The amount so credited is subject to the lock regime provided for in Article 9.
Berry may amend the threshold provided for in this Article where the minimum operating conditions of its providers change, reporting that amendment on the Platform.
8.4. Nature of the delivery
The Bonus is a promotional gratuity granted by Berry. It does not constitute remuneration, commission, fees, yield, interest, guaranteed capital gain or consideration for any service, nor does it imply recognition of any vested right to future benefits.
Article 9. Availability, lock and withdrawal requirements
9.1. Availability of the assets delivered
The units of the Promotional Asset credited as the Bonus may be sold by the User at any time, with no restriction as to period, quantity or timing, in accordance with the general operating conditions of the Platform.
9.2. Lock on the equivalent value
Notwithstanding Article 9.1, the value equal to the Bonus shall be constituted as a Locked Balance during a Lock Period of ninety (90) calendar days counted from Closing. During that period, the User may not withdraw from their account an amount that would bring the resulting total balance below the Locked Balance then in force. The lock operates as an amount-based limit on the total balance of the account and not on individualized funds or assets.
9.3. Permitted and restricted uses
During the Lock Period, the Locked Balance may be used for all operations available on the Platform, including buying and selling stocks, ETFs and prediction markets.
During the Lock Period, the Locked Balance may not be used for: (i) fiat currency withdrawals; (ii) withdrawals in Digital Assets or cryptocurrencies to external wallets; or (iii) transfers to other Platform Users by Berry ID or any other internal transfer mechanism.
Where the User takes part in more than one Berry promotional program, the Locked Balances of each program accumulate and apply jointly to the total balance of the account.
9.4. Withdrawal requirements
The withdrawal of any amount deriving from the Bonus is conditional on the expiry of the Lock Period and on the User maintaining, at the time of withdrawal, approved identity verification (KYC), as well as on compliance with the general withdrawal conditions set out in the General T&C.
If, at the time of withdrawal, the User's identity verification has been revoked, suspended or has lapsed, the withdrawal may not be executed until it is regularized, without this giving rise to any claim, compensation or indemnity.
9.5. Erosion of the Locked Balance
The User acknowledges and accepts that using the Locked Balance to trade is not free of risk. If, as a result of losses on the trades carried out, the total value of the account falls below the Locked Balance then in force, the Locked Balance shall be reduced by the same amount and that reduction shall be final. The Locked Balance is not restored if the account value subsequently recovers.
9.6. Release
Once the Lock Period has expired, the restriction is released automatically, with no need for any request, procedure or action on the User's part.
Article 10. Suspensions, interruptions and force majeure
Berry may temporarily suspend the valuation, the Early Close or the Automatic Close of the Simulated Position, or defer the execution of the purchase provided for in Article 8, upon the occurrence of: (i) suspension, interruption or cessation of trading in the Promotional Asset on the reference market; (ii) withdrawal of quotation or delisting of the Promotional Asset; (iii) interruptions, technical failures or unavailability of the Platform or of its market data or execution providers; (iv) decisions of regulatory or governmental authorities; or (v) any event of force majeure or act of God.
If any of those circumstances definitively prevents the valuation or the closing of the Simulated Position, Berry may close it at the last available Reference Price, or else end it without delivery of a Bonus, in its reasonable judgment, without this giving rise to any claim, compensation or indemnity of any nature.
Berry shall not be liable for delays, interruptions or inability to execute arising from the circumstances described in this Article.
Article 11. No advice and risk warning
The Program does not constitute financial advice, an investment recommendation, an offer of securities or an invitation to invest of any nature. The provisions of the General T&C on the absence of financial or legal advice apply in full.
The User acknowledges that the performance of the Simulated Position during the Program Term is not an indication, projection or guarantee of future results, and that a promotional experience without exposure of the User's own assets is not representative of the risks associated with investing with one's own funds.
The User understands that the transactions they carry out with their own funds on the Platform after the Program involve a risk of partial or total loss of the capital invested, and that this risk is borne exclusively by the User.
Article 12. Prohibited conduct and power of review
12.1. Prohibited conduct
The following is expressly prohibited and constitutes a breach of these Program T&C and of the General T&C:
Creating, managing or using more than one account per person in order to take part in the Program more than once.
Using personal data, email addresses, identity documents or biometric elements belonging to others, or that are forged, altered or artificially generated.
Using automated systems, bots, scripts or any mechanism intended to generate registrations or participations artificially or in bulk.
Taking advantage of errors, failures, delays or inconsistencies in the prices published on the Platform, as well as any arbitrage practice on the Reference Price within the meaning of the General T&C.
Any other conduct that, in Berry's reasonable judgment, has the purpose or effect of obtaining Bonuses outside the promotional purpose of the Program.
12.2. General power of review and revocation
Berry reserves the right to review, audit and verify, at any time and by such means as it deems appropriate, all transactions, operations, movements of funds, access logs and other actions linked to a User's participation in the Program.
Berry may suspend crediting, revoke and debit any Bonus, close the Simulated Position early and exclude the User from the Program, where that review shows, in Berry's reasonable judgment, that the User has not acted in good faith or has obtained or sought to obtain Bonuses through conduct contrary to the purpose of the Program.
This power applies regardless of whether the conduct in question is expressly listed in Article 12.1. The list contained there is illustrative and not exhaustive, and may not be construed as implicit authorization of conduct not set out there.
The exercise of the powers provided for in this Article shall not give rise to any claim, compensation or indemnity of any nature, without prejudice to Berry's power to suspend or cancel the User's account in accordance with the General T&C.
Article 13. Promotional nature and quota
The Program is a voluntary and unilateral promotional initiative of Berry. Participation does not give the User any vested right to its continuation, to the permanence of its terms, or to obtaining future benefits.
The Program is subject to a maximum quota of participations determined by Berry at its sole discretion, which shall not be published. Once the quota is exhausted, the Program shall cease to be available with no need for prior notice and without this giving rise to any claim by Users who did not manage to take part.
Berry may limit the availability of the Program by jurisdiction, by period, by acquisition channel or by any other criterion, at its sole discretion.
Article 14. Taxes
The User shall be solely responsible for determining, declaring, settling and paying all taxes, duties and contributions that may be payable in their jurisdiction of tax residence as a result of their participation in the Program and of obtaining the Bonus.
Berry assumes no obligation to determine, withhold, collect, report or pay any tax on the User's behalf, or to issue any tax receipt or certificate of any nature.
Article 15. Term, amendment and termination of the Program
The Program comes into force on the date indicated at the beginning of these Program T&C and is of indefinite duration.
Berry reserves the right to amend these Program T&C, as well as their parameters —including, without limitation, the Notional Amount, the composition of the list of Promotional Assets, the Program Term, the Lock Period and the participation and withdrawal requirements— at any time, on a minimum of seven (7) calendar days' prior notice given through the Platform and/or by email. Amendments shall come into force once that period has elapsed and shall apply to participations started thereafter.
Berry may suspend or terminate the Program at any time, at its sole discretion and without stating a reason. Termination of the Program shall not affect Simulated Positions already open, which shall run their course and be settled in accordance with these Program T&C.
Article 16. Enquiries and complaints
The User may direct any enquiry, complaint or claim relating to the Program to [email protected]. Berry will endeavor to respond within a reasonable time.
Article 17. Governing law and dispute resolution
These Program T&C are governed by and construed in accordance with the laws of the British Virgin Islands (BVI).
Any dispute arising out of or relating to these Program T&C shall be resolved in accordance with the direct negotiation and arbitration procedure set out in the General T&C of the Platform, the terms of which are deemed incorporated herein in full by reference.
If any provision of these Program T&C is declared void, unlawful or unenforceable, this shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.
