Loyalty ranks program Terms

THIS IS AN IMPORTANT DOCUMENT

PLEASE READ IT CAREFULLY

This document constitutes the terms and conditions for the participation in the Loyalty Rank Program (the “Loyalty Program”) detailed herein (the “Terms”).

The Borg Token (“BORG”) has been issued as a multi-utility token (please refer to the terms of BORG sale available at web link and does not qualify as a security/asset token/payment token.

Neither this document nor any other information or material contained in this document or relating to the Loyalty Program, including but not limited to these Terms, shall be deemed as a prospectus or have been or will be filed with or approved by regulators.

IMPORTANT NOTICE

PARTICIPATING IN THE LOYALTY PROGRAM MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND USER ACTIVITIES MAY BE SUBJECT TO BANKING LAWS AND REGULATIONS, INVESTMENT LAWS AND REGULATIONS OR REVIEW OR REGULATION BY CERTAIN AUTHORITIES. IN PARTICULAR, BORG HAS NOT BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR CHINA. CONSEQUENTLY, THE LOYALTY PROGRAM MAY NOT BE ACCESSED TO OR USED BY OR OTHERWISE OFFERED, SOLD, DELIVERED OR TRANSFERRED WITHIN CHINA OR THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY CHINESE OR US PERSONS AS SUCH TERMS ARE DEFINED IN REGULATIONS UNDER THE SECURITIES ACT OR TO ANY U.S. CITIZENS (AS DEFINED IN 8 U.S.C. SUBCHAPTER III), ANY U.S. PERSONS (AS DEFINED IN 17 C.F.R S230.902(K) OR ANY CHINESE PERSONS.

PRIOR TO ACCESSING, PURCHASING OR USING THE LOYALTY PROGRAM YOU MUST INFORM YOURSELF OF AND OBSERVE ANY RESTRICTIONS APPLICABLE TO YOU. PLEASE NOTE THAT A FAILURE TO COMPLY WITH APPLICABLE RESTRICTIONS MAY CONSTITUTE A VIOLATION BY YOU OF THE LAWS AND REGULATIONS IN YOUR JURISDICTION.

1.Agreement

The Loyalty Program allows Users (“you”) to earn Rewards (as defined below), based on the number of BORG they hold in the SwissBorg App (the “App”) and their Premium Tier, at any given time.

These Terms constitute a legally binding agreement between you and the Company as regards the Loyalty Program and by holding BORG in the App at any given time, you acknowledge and accept these Terms.

These Terms are complementary to and supplement the SwissBorg App Terms of Use and to the SwissBorg App Privacy Notice and govern your participation in the Loyalty Program. The SwissBorg App Terms of Use remain fully applicable to Users participating in the Loyalty Program and capitalized terms used in these Terms which are not defined hereunder shall have the same meaning as the one given to them in the SwissBorg App Terms of Use. If there is any conflict or inconsistency between the provisions of these Terms and the SwisssBorg App Terms of Use, the provisions of these Terms will prevail.

2.Eligibility

In order to be eligible to participate in the Loyalty Program, Users need to:
a. pass, at minimum, Tier 1 of the KYC Process; and/or

b. hold a certain amount of BORG, as displayed in the App at any given time.

Users who fulfill the conditions set out in this Article 2 shall hereinafter be referred to as the “Eligible Participant(s)”.

3.Points

3.1. Eligible Participants will earn points (the “Points”) corresponding to the number of BORG they hold in the App above a certain threshold and to their Premium Tier, at any given time. The Company reserves the right to add, remove and amend the manner in which Points can be collected by Eligible Participants. Accumulating Points will allow Eligible Participants to reach a higher tier of the Loyalty Program (the “Rank)”, with selected Rank allowing them to enjoy different Rewards, as defined below.

3.2. The amount of Points granted per BORG held in the App, the amount of Points required per Rank, the type of Rewards available per each Rank, the Points multiplier applied based on the Eligible Participant’s Premium Tier and any other parameters of the Loyalty Program shall be communicated by the Company via email, the Website, the App and/or any other electronic medium deemed appropriate by the Company in its sole and absolute discretion (the “Communication Channels”)

4.Rewards

4.1. By participating in the Loyalty Program, Eligible Participants may be entitled to rewards corresponding to the Rank they have reached at any given time (the “Reward(s)”). Such Rewards may differ in type, value and time of distribution, given that Eligible Participants will reach each Rank at a different point in time.

4.2. The type of Rewards for each Rank and the timeframe in which such Rewards will be distributed to the Eligible Participants, if any, shall be determined by the Company in its sole and absolute discretion. Rewards may vary during the lifetime of the Loyalty Program.

4.3. Rewards may include, but shall not be limited to, early and/or exclusive access to new features and/or products, discounts, cashbacks on certain transactions, airdrops and/or other perks. The Company reserves the right, without any prior notice and at any time, to substitute a Reward with similar alternatives of equal or greater value.

4.4. By participating in the Loyalty Program, you understand and agree that any BORG cashbacks or BORG airdrops you may receive in exchange for your participation in the Loyalty Program do not represent an interest payment on your BORG, but merely a discretionary gift by the Company for your engagement with the App.

4.5. Airdrop Rewards, if any, will be transferred only to the relevant Wallet(s) in your User Account. Airdrop Rewards will be rounded to non-integer, rational numbers to the sub-cent, which is the smallest possible decimal.

4.6. You hereby understand and agree that there may be some delays or lags in transferring Rewards to your Wallet. The Company cannot be held responsible for any damage (loss or unrealised gains) incurred as a result of such delays or lags.

You understand and agree that you will have no claim whatsoever against the Company as a result of your participation in the Loyalty Program and hereby waive any right or claim against the Company, its directors, management, employees, shareholders, agents, representatives, service providers, technology provider(s), attorneys, affiliates, subsidiaries, holding company or any person or entity acting for or on behalf of the Company (“Related Persons”) as a result of your participation in the Loyalty Program on the basis of these Terms.

5.Termination

5.1. The User may stop participating in the Loyalty Program at any time by contacting one of our Support Agents or disposing of their BORG. Upon the User’s written request to stop participating in the Loyalty Program, these Terms will be terminated with immediate effect upon written confirmation by the Company.

5.2. In the event that the User requests to close his/her/its User Account, these Terms shall be automatically terminated with immediate effect.

5.3. Please note however that if, for whatever reason, including but not limited to regulatory, legal or technical reasons, the Company is limited or prevented in its ability to pay out Rewards, the Company will have the discretion to decide to stop operating the Loyalty Program at any time, with or without notice, and Users will not have any claim against the Company for any payment or remuneration (either in fiat, BORG, or any other Virtual Currency) on the basis of these Terms.

5.4. In any case, the Company may, at its sole discretion and at any time, decide to stop operating the Loyalty Program with or without notice. In case of any suspicion of fraudulent activity by the User or in case of termination of the Loyalty Program, the Company is entitled to close a User’s relevant Wallet(s).

6.Liability

6.1. You acknowledge and agree that, to the greatest extent possible by law, neither the Company, nor any Related Persons shall be liable for any direct, indirect, incidental, special, or consequential damages that may result from your participation in the Loyalty Program.

6.2. The Company and/or Related Persons’ liability for damages incurred by User as a result of the use of the participation in the Loyalty Program shall in any event be limited to the greatest extent permitted by applicable laws. In no event shall the Company or any Related Person be responsible towards the User for tax or regulatory investigations, penalties and/or fines resulting from User’s participation in the Loyalty Program.

7.Amendments

The Company reserves the right to amend these Terms at its sole discretion at any time. Any material modifications or amendments shall be disclosed to the User, in writing or shall be sent by notification, electronic mail to the User or by any other means. The User is deemed to have accepted the updated Terms in the event that the User continues to participate in the Loyalty Program after he/she/it has been notified of the amendments/modifications.

8.Applicable Law

If your counterparty to these Terms is BlockNodes SAS, the Terms shall be governed by the laws of France. Any dispute regarding these Terms shall be subject to the exclusive jurisdiction of the courts of France.

If your counterparty to these Terms is Dharma Ltd, the Terms shall be governed by the laws of Seychelles. Any dispute regarding these Terms shall be subject to the exclusive jurisdiction of the courts of Seychelles.

9.No Employment Relationship

The grant of a Reward shall in no way constitute any form of agreement or understanding binding on the Company or any related company, express or implied, that the Company or any related company will employ or contract with an Eligible Participant, for any length of time.