Terms and Conditions

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. THIS PROMOTION SHALL NEITHER BE REGARDED AS ANY FORM OF GAMBLING ACTIVITY OR LOTTERY IN ANY WAY.

This promotion (the “Promotion”) shall be held by SBorg SA, rue du Grand Chêne 8, 1003 Lausanne, Switzerland (the “Company”), starting from the 22th of December 2022, and until the closing date of all phases of the Promotion. The Company may decide, in its sole discretion, to extend or reduce the duration of the Promotion. 

The Promotion is structured in three (3) phases. To be eligible for all phases, individuals need to meet the conditions of participation for each individual phase. 

By participating in this Promotion, Eligible Persons (as defined below) agree to be bound by these Promotion Terms and Conditions.

1.1. Eligible Persons

Eligible Persons are individuals who are legal residents of countries where the SwissBorg Application is available (https://swissborg.com/fr/supported-countries), 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) (“Users”) and who have, during the Promotion Period as defined below, participated in the Public Sale (as defined in the Term Sheet available at: https://swissborg.com/launchpad/swissborg-series-a/details) of SwissBorg Community AG, as detailed below:

a. Eligibility requirements - Public Sale 

Users have successfully executed the following steps: 

• Registered on the SwissBorg Application;
• 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 cryptocurrency wallet (as designated in the capital increase Term Sheet);
• Received a confirmation on the SwissBorg Application that the subscription was successful.

b. Eligibility requirements - Time Period 

Users can become Eligible Persons if they have participated in the Public Sale between the 13th of December 2022, 00:00:00 CET and the 31st of March 2023,23:59:59 CET(hereafter, the “Phase 1 Promotion Period”)

Users fulfilling the applicable requirements set out by this Section 1.1. shall be referred to as Eligible Persons

In addition, Eligible Persons can refer third-parties in accordance with the SwissBorg Equity Fundraise Referral Program Terms and Conditions. Every Referred Person, as this term is defined in the above-mentioned Terms and Conditions, who has been referred by an Eligible Person shall be considered as a member of the Eligible Person’s network (hereafter, the “Network”).

1.2.Points allocation

Every Eligible Person shall obtain points during the Phase 1 Promotion Period, which shall be calculated as follow:

• Each share subscribed by the Eligible Person through the Public Sale during the Phase 1 Promotion Period equals one (1) point;
• Each share subscribed by a member of the Eligible Person’s Network through the Public Sale during the Phase 1 Promotion Period equals one (1) point;
• In addition, Eligible Persons shall receive two hundred and fifty (250) points each time the Eligible Person’s referral code is used by a Referred Person. Eligible Persons are not entitled to receive more than two hundred and fifty (250) points from one same Referred Person. 

The Company reserves the right to allocate additional points in return for completing specific tasks and actions. Such tasks and actions shall be communicated by the Company via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion, prior to the closing of the Phase 1 Promotion Period. 

2.1.Borger Partner

In order to become a Borger Partner, an Eligible Person needs to have received a total number of points at closing of the Phase 1 Promotion Period that ranks between the highest number and the hundreth (100th) highest number (included) of points among all Eligible Persons. 

2.2.Tasks

Borger Partners shall be requested to make a prediction of the price of Bitcoin (“BTC”) on the 7th of April 2023, 23:59:59 CET expressed in USD (the “Prediction Price”). The Prediction Price shall be determined based on the BTC price available on www.coinmarketcap.com.

Such predictions have to be made by Borger Partners before the 31st of March 2023, 23:59:59 CET through the SwissBorg Application, following the applicable instructions.

2.3.Phase 2 Prize

The ten (10) Borger Partners whose Prediction Price is the closest will each receive ten thousand (10’000) BORG (the “Phase 2 Prize”). 

Phase 2 Prize winners (individually referred to as the “Phase 2 Prize Winner”) will be notified via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion, no later than the 14th of April 2023, 23:59:59 CET. The Phase 2 Prize will be transferred directly to each Phase 2 Prize Winner in the SwissBorg Application no later than thirty (30) days after they have been notified by the Company.

The Phase 2 Prize is not refundable. There are no cash or other Phase 2 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 Phase 2 Prize will only be awarded directly to each Borger Partner.

3.1.Super Borger Partner and Mega Borger Partner

a. An Eligible Person that has received a total number of points at closing of the Phase 1 Promotion Period that ranks between the eleventh (11th) highest number and the twenty-fifth (25th) highest number of points (included) among all Eligible Persons shall be considered as a Super Borger Partner;

b. An Eligible Person that has received a total number of points at closing of the Phase 1 Promotion Period that ranks between the highest number and the tenth (10th) highest number of points (included) among all Eligible Persons shall be considered as a Mega Borger Partner.

3.2.Tasks

Each Super Borger Partner and Mega Borger Partner is eligible to compete in a pitch session (the “Pitch”), meaning he/she has  to record a video for the Pitch. The required content of this video, as well as the authorised tools that can be used by Super Borger Partners and Mega Borger Partners will be communicated by the Company via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion. 

Each Super Borger Partner and Mega Borger Partner will have to, until the date specified by the Company and communicated via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company in its sole and absolute discretion, record his/her Pitch and upload/send it to a cloud server or email address provided by the Company.

3.3. Phase 3 Prizes

All Pitches will be subject to a vote. Votes can only be submitted by the respective cohort (e.g. Super Borger Partners can only vote for other Super Borger Partners)  and have to be submitted before the date specified by the Company and communicated via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion. Each Super Borger Partner and Mega Borger Partner gets one vote in their respective cohort. Voting for oneself is prohibited.

3.3.1. Phase 3 Super Borger Partner Prize

The Super Borger Partner with the highest number of votes (the “Phase 3 Super Borger Prize Winner”) as at the date specified by the Company and communicated to the Super Borger Partners via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion, will win a wrist watch from a Swiss brand, with a value equivalent to no more than five thousand (CHF 5’000) Swiss franc. The precise brand, model and condition shall be determined by the Company in its sole and absolute discretion (the “Phase 3 Super Borger Prize”).

In case of a tie, the Phase 3 Super Borger Prize Winner shall be selected in the following manner: the tie breaking factor shall be the order of standing of each Super Borger Partner in the referral leaderboard displayed on the SwissBorg Website (the “Leaderboard”). For example, if Super Borger Partner A and Super Borger Partner B are both tied with three (3) votes, and Super Borger Partner A finished twelfth (12th) in the Leaderboard, whilst Super Borger Partner B finished fourteenth (14th) in the Leaderboard, Super Borger Partner A shall win. 

The Phase 3 Super BorgerPrize Winner will be notified via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company in its sole and absolute discretion, no later than the 30th of April 2023, 23:59:59 CET. The Company shall endeavour, on a best effort basis and subject to the applicable legal requirements, to transfer ownership of the Phase 3 Super Borger Prize to the Phase 3 Super Borger Prize Winner no later than twelve (12) months after he/she has been notified by the Company.

The Phase 3 Super Borger Prize is not refundable. There are no cash or other Phase 3 Super Borger 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 Prize will only be awarded directly to the Phase 3 Super Borger Prize Winner.

3.3.2. Phase 3 Mega Borger Partner Prize

The Mega Borger Partner who receives the highest number of votes (the “Phase 3 Mega Borger Prize Winner”) as at the date specified by the Company and communicated to the Mega Borger Partners via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company, in its sole and absolute discretion, will win a vehicle from the Tesla Motors Inc. brand (the “Phase 3 Mega Borger Prize”).

In case of a tie, the Phase 3 Mega Borger Prize Winner shall be selected in the following manner: the tie breaking factor shall be the order of standing of each Mega Borger Partner in the Leaderboard. For example, if Mega Borger Parner A and Mega Borger Partner B are both tied with three (3) votes, and Mega Borger Partner A finished second (2nd) in the Leaderboard, whilst Mega Borger Partner B finished fourth (4th) in the Leaderboard, Mega Borger Partner A shall win.

The Phase 3 Mega Borger Prize Winner will be notified via the SwissBorg Application, email, or any other electronic medium deemed appropriate by the Company in its sole and absolute discretion, no later than the 30th of April 2023, 23:59:59 CET. The Company shall endeavour, on a best effort basis and subject to the applicable legal requirements, to transfer ownership of the Phase 3 Mega Borger Prize to the Phase 3 Mega Borger Prize Winner no later than twelve (12) months after he/she has been notified by the Company.

The precise model, year of production and all other specifications of the Phase 3 Mega Borger Prize shall be determined by the Company, in its sole and absolute discretion. All costs related to the transportation and  administration of the transfer of the Phase 3 Mega Borger Prize to the Phase 3 Mega Borger Prize Winner, which may include but are not limited to value added tax, import duties, transfer taxes / fees and transit insurance, shall be borne by the Company.

The Phase 3 Mega Borger Prize Winner hereby acknowledges and accepts that the transfer of the Phase Mega Borger 3 Prize from Company shall be conditional upon him/her fulfilling any and all legal requirements imposed by the applicable laws and regulations, which includes but is not limited to him/her executing various agreements and other legal documents, as well as providing personal information to the Company and/or the competent authorities. The Company reserves the right to exclude any Phase 3 Mega Borger Prize Winner from the Promotion, should the Phase 3 Mega Borger Prize Winner not fulfil or promptly comply with any of the above mentioned legal requirements. In such a case, the Company shall transfer the Phase 3 Mega Borger Prize to the next Mega Borger Partner in the Leaderboard.

The Phase 3 Mega Borger Prize is not refundable. There are no cash or other Phase 3 Mega Borger Prize alternatives available in whole or in part. The Company reserves the right, without any prior notice and at any time, to substitute the Phase 3 Mega Borger Prize with similar alternatives of equal or greater value. Unless otherwise agreed in writing by the Company, the Prize will only be awarded directly to the Phase 3 Mega Borger Prize Winner.

4.1.Liability limitation

To the extent permitted by law, the Company shall accept no liability or responsibility in connection with this Promotion, as well as the organisation. 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. 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 any participant from the Promotion, stop the Promotion and/or reclaim the Phase 2 Prize and/or Phase 3 Prizes. Should the Company exclude participants 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 correspondence shall be entered into regarding the Promotion. There shall be no right of appeal. There shall be no enforceable right to the transfer of the Phase 2 Prize and/or the Phase 3 Prizes.

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.

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 participant agrees and understands that the Company might not be able to distribute the Phase 2 Prize and/or the Phase 3 Prizes. The distribution of the Phase 2 Prize and/or the Phase 3 Prizes depends on the results of the Public Sale and the Company may not be able to distribute the Phase 2 Prize and/or the Phase 3 Prizes. The Company bears no liability if for any reason whatsoever the Phase 2 Prize and/or the Phase 3 Prizes cannot be distributed.

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.