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Terms and Conditions

Last modification: 21 March 2023

OFFER VOID WHERE PROHIBITED OR RESTRICTED BY LAW. THIS IS NOT AN INVITATION OR SUGGESTION TO BUY OR SELL ANY PRODUCT. ANY PARTICIPANT SHOULD CONSULT WITH A QUALIFIED FINANCIAL ADVISOR BEFORE BECOMING INVOLVED IN FINANCIAL TRANSACTIONS OR INVESTING.

THE PROMOTION RELATES TO AN INVESTMENT IN FINANCIAL INSTRUMENTS AND ENTAILS RISKS OF LOSING ALL OR PART OF YOUR INVESTED CAPITAL. THIS PROMOTION SHALL NOT BE REGARDED AS ANY FORM OF SOLICITATION OR INVITATION TO INVEST IN THE PUBLIC OFFER OF SHARES BY SWISSBORG COMMUNITY AG.

 

1. Conditions of Participation

This promotion (the “Promotion”) shall be held by SBorg SA, rue du Grand Chêne 8, 1003 Lausanne, Switzerland (the “Company”), starting from December 13th, 2022, and until the Closing Date of the Promotion, as defined below. The Company might decide, in its sole discretion, to extend or reduce the duration of the Promotion Period. 

1.1. Eligible Persons

Eligible persons are users of the SwissBorg App who are legal residents of countries where the SwissBorg Application is available (https://swissborg.com/fr/supported-countries) and aged eighteen (18) years old or above, and who have opened a User Account in the SwissBorg Application (as this term is defined in the SwissBorg App Terms of Use, available at: https://swissborg.com/legal/swissborg-app-terms-of-use) and who fulfill the cumulative conditions described in paragraphs 1.2 to 1.3 below (the “Eligible Person(s)”). 

1.2 Individual Investment Amount

Users can become Eligible Persons only if they have invested, during the Promotion Period as defined below, and whether in one or several transactions, an amount of at least CHF 1,500 in Swiss francs or USDC 1,500 (the “Individual Investment Amount”) in the Public Sale (as defined in the Term Sheet available at: https://swissborg.com/launchpad/swissborg-series-a/details) of SwissBorg Community AG, meaning that they have successfully proceeded with the following steps: 

  • Registered on the SwissBorg App;
  • Indicated an amount of SwissBorg Community AG shares to which they will subscribe;
  • Accepted the Documentation (as defined in the capital increase Term Sheet available at: https://swissborg.com/launchpad/swissborg-series-a/details);
  • Wired the subscription amount corresponding to the number of shares subscribed to the relevant bank account or cryptoasset wallet (as designated in the capital increase Term Sheet);
  • Received a confirmation on the SwissBorg App that the subscription was successful.

The successful completion of the above-mentioned steps is referred to as “Subscribing”.

1.3. Promotion Period

Users can become Eligible Persons only if the criteria defined in paragraph 1.2 above have been met between the 13/12/22 17:00 CET and the date on which the total amount Subscribed to the Public Sale reaches the equivalent of CHF 10’000’000 or the 31/03/23 17:00 CET, whichever is first (the “Closing Date”) (together, the “Promotion Period”).


2. Allocation

The Promotion is open to Eligible Persons during the Promotion Period. 

The Perk (as defined below) will be automatically attributed to users who qualify as Eligible Persons. Eligible Persons can only receive the Perk once during the Promotion Period. 

The Perk is not transferable or refundable and cannot be resold for profit. There are no cash or other Perk alternatives available in whole or in part. The Company reserves the right, without any prior notice and at any time, to substitute similar alternatives of equal or greater value. Unless otherwise agreed in writing by the Company, the Perk will only be awarded directly to the Eligible Person.


3. Perk

3.1 Description of the Perk

Eligible Persons are entitled to receive the first SwissBorg Debit Card in its exclusive “Partner’s Edition”. The distribution of the SwissBorg Debit Card will be free of charge for all Eligible Persons, however operational fees may apply when using the SwissBorg Debit Card.

3.2 Conditions to receive the Perk

The SwissBorg Debit Card “Partner’s Edition” is aimed to be distributed in 2023. Users must be a SwissBorg App user at the time of distribution of the SwissBorg Debit Card in order to be able to receive it. 


4. BORG Cash-back Program 

4.1 Description

Subject to its sole and absolute discretion, the Company may attribute to each Eligible Person User Account a cash-back in the Company’s native cryptocurrency token (“BORG”), in proportion to the Individual Investment Amount invested in the Public Sale.

4.2 Conditions 

The amount of BORG to be attributed to each Eligible Person is calculated as follows:

  1. Ten percent (10%) of the Individual Investment Amount invested in the Public Sale during the first twenty-four (24) hour period after the launch thereof; and
  2. Five percent (5%) of the Individual Investment Amount invested in the Public Sale in the subsequent twenty-four (24) hour period.

For the avoidance of doubt, following the expiration of the second twenty-four (24) period described in Section 4.2 (b) above, Eligible Persons shall not be entitled to a BORG cash-back. The Company reserves the right to amend the aforementioned BORG cash-back program conditions at any time and without notice, including, but not limited to its implementation period and calculation methods. 

4.3 The Company may run, in parallel with the BORG Cash-back Program described in this Section 4, separate cash-back programs that may apply to the Public Sale and such cash-back programs shall be governed by the respective terms and conditions attached thereto.


5. Genesis and Pegasus Premium accounts

Notwithstanding Sections 1 to 2 of these Promotion Terms and Conditions, users of the SwissBorg App who have a Genesis or Pegasus Premium account in the SwissBorg Application (as defined in the Terms of Use of the SwissBorg Application) and have invested in the Private Sale or the Public Sale, as these terms are defined in the Term Sheet available at: https://swissborg.com/launchpad/swissborg-series-a/details) shall be entitled to receive the SwissBorg Debit Card described in Section 3.1 and subject to the conditions laid out in Section 3.2 above, regardless of whether they invested during the Promotion Period or not. 


6. Giveaways 

In addition to the Perk and BORG Cash-Back program, the Company may hold additional giveaways during the Promotion Period (individually a “Giveaway” and collectively the “Giveaways”). 

6.1. Giveaway dates

The dates of such additional giveaways shall be displayed on the SwissBorg Application, SwissBorg Website, via email or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion (the “Giveaway Promotion Period”). The Company might decide, in its sole discretion, to extend or reduce the duration of the Giveaway Promotion Period. 

6.2. Giveaway conditions

For the purposes of the Giveaways described in this Section 6, users who Subscribe (as this term is defined in Section 1.2) to the Public Sale for an amount of no less than CHF 100.00 during each respective Giveaway Promotion Period shall be eligible to receive one Silver Ticket per each CHF 100.00 invested, with a maximum of five (5) Silver Tickets per user. Subscriptions of above CHF 1’000 during each respective Giveaway Promotion Period shall entitle users to receive one Golden Ticket per each CHF 1’000 invested, with a maximum of five (5) Golden Tickets per user. 

For example, if a user Subscribes to the Public Sale for an amount of CHF 1’000 during the Giveaway Promotion Period, they will receive five (5) Silver Tickets and one Golden Ticket. Above CHF 1’000, no Silver Tickets would be provided beyond the five (5) Silver Ticket threshold, but the user would be eligible to receive a second Golden Ticket if they invest an additional CHF 1’000.

The Company reserves the right to run special Giveaway Promotions for a limited period of time (the “Special Giveaway Promotions”). In such a case, the specific conditions applicable to such Special Giveaway Promotions, including but not limited to, the eligibility conditions and dates of such Special Giveaway Promotions, shall be displayed on the SwissBorg Application, SwissBorg Website, or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion and be legally binding. 

Silver Tickets and Golden Tickets shall expire at 00:00 CET, on the 1st of April 2023.

6.3. Giveaway Prizes 

Each Silver Ticket and Golden Ticket will, respectively, allow holders to spin a corresponding digital Silver Giveaway Wheel and a Golden Giveaway Wheel, to be displayed on the SwissBorg Website and/or SwissBorg Application. One spin of the respective digital wheel will entitle the holder to win a corresponding prize (the "Giveaway Prizes"). The Giveaway Prizes shall be displayed on the SwissBorg Application, SwissBorg Website, via email or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion.

There are no cash or other Giveaway Prize alternatives available in whole or in part. The Company reserves the right, without any prior notice and at any time, to substitute similar alternatives of equal or greater value. Unless otherwise agreed in writing by the Company, the Giveaway Prizes will only be awarded directly to the holder of the respective ticket.


7. XBorg Seed Round

In addition to the Perks, BORG Cash-Back Program and Giveaways, the Company will grant an exclusive access to the XBorg Seed Round to eligible Users, as defined below.

7.1.   Eligibility criteria

For the purposes of the XBorg Seed Round described in this Section 7, Users who, at the date and time of March 31st, 2023 8 p.m CET, Subscribed (as this term is defined in Section 1.2) to the Public Sale or to the Private Sale for a minimum amount of CHF 200 (in Swiss francs, or the equivalent of this amount in the currency used by the User to Subscribe at the date of his/her Subscription), will be eligible to receive an exclusive access to the XBorg Seed Round in the conditions set in Section 7.2.

7.2. XBorg Seed Round conditions

Users who meet the criteria set in Section 7.1 shall have an exclusive access to the Opportunity Vault to participate in the XBorg Seed Round, as this term is defined in the following article: https://swissborg.com/blog/xborg-investment (the “XBorg Seed Round”).


8. CBorg NFT Freemint

In addition to the Perks, BORG Cash-Back Program, Giveaways and XBorg Seed Round, the Company will grant CBorg NFT Freemints, as defined below.

8.1.   Eligibility criteria

For the purposes of the NFT Freemint described in this Section 8, Users who, at the date and time of March 31st, 2023 8 p.m CET, Subscribed (as this term is defined in Section 1.2) to the Public Sale for an amount of no less than the amount displayed below (in Swiss francs, or the equivalent of this amount in the currency used by the User to Subscribe at the date of his/her Subscription) with regards to their respective Premium account in the SwissBorg Application (as defined in the Terms of Use of the SwissBorg Application), will be eligible to receive a CBorg NFT Freemint in the conditions set in Section 8.2.

Minimum Series A Investment amount per Premium tier:

- Genesis - FREE - Generation - CHF 200 - Pioneer - CHF 400 - Community - CHF 600 - Explorer - CHF 800 - Standard - CHF 1000.

8.2. NFT Freemint conditions

Users who meet the criteria set in Section 8.1 shall receive 1 (one) Freemint for a CBorg NFT as this term is defined in the following article: https://swissborg.com/blog/cborgs (the “CBorg NFT Freemint”), which means that the Company will grant eligible Users a guaranteed allocation to mint 1 (one) CBorg NFT at a cost of $0 (over a defined period of time). They will receive an email where they will be asked to submit an ETH address. The deadline to submit it will be April 31st, 2023.

Users understand and agree that they will have to cover Gas fees from the Ethereum network in order to mint their CBorg NFT.


9. Miscellaneous

To the extent permitted by law, the Company shall accept no liability or responsibility in connection with this Promotion as well as the organization, the Perk and the Giveaway Prizes. The Company shall reserve the right to amend these Terms and Conditions at any time with immediate effect. 

The Company shall not be liable for server failures and performance problems encountered by Eligible Persons that participate. In addition, the Terms of Use of the SwissBorg Application shall also apply (available at : https://swissborg.com/legal/swissborg-app-terms-of-use).

In the event that there is any suspicion of fraud or misuse, the Company reserves the right, without stating a reason, to exclude Eligible Persons from the Promotion, stop the Promotion and/or reclaim the Perk or the Giveaway PRizes. Should the Company exclude Eligible Persons and/or stop the Promotion, there shall be no entitlement to payment or compensation.

All of the information collected in connection with the Promotion shall be exclusively processed by the Company according to the SwissBorg Application Privacy Notice (available at : https://swissborg.com/legal/swissborg-app-privacy-policy).

No negotiation shall be entered into regarding the Promotion. There shall be no right of appeal. There shall be no enforceable right to the transfer of Perk.

If one or more of the provisions of these Terms and Conditions is invalid or unenforceable, the other provisions shall remain in full force and effect.

These Terms and Conditions shall be governed exclusively by Swiss law.


10. Disclaimer

The information contained in or provided from or through or referred to in these Terms and Conditions as well as all information made available by the Company (together, the “Information”) relating to this Promotion shall not be interpreted or understood as any form of recommendation, inducement, offer or invitation to (i) buy or sell any product, (ii) carry out transactions, or (iii) engage in any other legal transaction. These Terms and Conditions should be considered as promotional material only. The Company does not accept any liability (whether in contract, tort or otherwise howsoever and whether or not they have been negligent) for any loss or damage (including, without limitation, loss of profit), which may arise directly or indirectly from participating to the Promotion or using of the Information provided in the Terms and Conditions. You shall conduct your own due diligence research and participation in the Promotion is made at your own risk. 

The user agrees and understands that the Company might not be able to distribute the Perk to the Eligible Persons. The existence, realization and/or substance of the Perk at the date of its distribution to the Eligible Persons is based on forward-looking statements and assumptions regarding the Company’s products and services development and on the information currently available to the Company. Such statements and assumptions cannot be deemed as a contractual commitment. The Company bears no liability if any information contained in these statements and assumptions is found inaccurate and if for any reason whatsoever the Perk cannot be distributed to the Eligible Persons. 

Furthermore, by participating in the Promotion, you hereby agree to give your consent for your personal information to be used and processed by the Company and/or its respective authorised employees and business partners, if applicable, to enable the Company to execute this Promotion.