Terms of Use Agreement

Welcome to the Swiss AMF AG (“SAMF”) website (the "Website"). By using our Website, you are agreeing to comply with and be bound by this Terms of Use Agreement and, specifically, the following Terms of Use. Please review the following terms carefully. If you do not agree to these terms, you should not use this Website, nor should you do business with SAMF. The terms, “SAMF”, “us”, “we”, or “our” refers to Swiss AMF AG, the legal name of the owner of this Website. The term “you" or "Users" refers to the user or viewer of our Website. Either you or us may also hereinafter be referred to respectively as a “Party” or collectively as the “Parties” to this Terms of Use Agreement.

Governing Law. You hereby submit to the exclusive jurisdiction of the laws of Switzerland.

ACCEPTANCE OF AGREEMENT. You agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement”) with respect to our Website. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Website, the content, products or services provided by or through the Website, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Website, and you should review this Agreement prior to using the Website.

GOVERNING LAW AND MISCELLANEOUS. This Terms of Use Agreement shall be treated as though it were executed and performed in Zug, Switzerland, and shall be governed by and construed in accordance with the laws of Switzerland (without regard to conflict of law principles). Any cause of action by you with respect to the Website (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in the Sections herein entitled "DISCLAIMER" and "LIMITED LIABILITY". The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. If any provision of this agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and unenforceable provision that is similar in tenor to the illegal, invalid, or unenforceable provision as is legally possible. To the extent that anything in or associated with the Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement. The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this agreement.

SERVICE MARKS. “Swiss AMF AG”, “Swiss AMF”, "SAMF” and others are our service marks or registered service marks or trademarks. Other product and company names mentioned on the Website may be trademarks of their respective owners.

COPYRIGHT. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Website are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Website, except as allowed y the Section titled "LIMITED LICENSE; PERMITTED USES", below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Website. The posting of information or materials on the Website does not constitute a waiver of any right in such information and materials. Some of the content on the Website is the copyrighted work of third parties.

INFORMATION PURPOSES ONLY. This Website is for informational purposes only and shall not constitute or be construed as an offer to sell or a solicitation of an offer to buy the securities in private or public companies. This Website does not purport to be all-inclusive or to contain all of the information that a party may require to make a full analysis of any potential investment. SAMF expressly disclaims all liability for any use or misuse of the contents hereof.

FORWARD LOOKING STATEMENTS. This Website may include statements concerning the operations, prospects, strategies, financial condition, future economic performance and demand for certain companies and/or their future financials, products or services, as well as their intentions, plans and objectives (particularly with respect to product and service offerings and revenue and profit projections), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond SAMF's control. When used on our Website, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Website and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

LIMITED LICENSE; PERMITTED USES. You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Website strictly in accordance with this Agreement; (b) to use the Website solely for internal, personal, non-commercial purposes; and (c) to print out discrete information from the Website solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Website or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

RESTRICTIONS AND PROHIBITIONS ON USE. Your license for access and use of the Website and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by the Section titled "LIMITED LICENSE; PERMITTED USES", above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Website or any Content and Materials retrieved from it; (b) use the Website or any materials obtained from the Website to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from the Website; (d) use any Content and Materials from the Website in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Website; (f) make any portion of the Website available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Website software or use any network monitoring or discovery software to determine the Website architecture; (h) use any automatic or manual process to harvest information from the Website; (i) use the Website for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Website in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Website or any portion thereof, or any software available on or through the Website, in violation of the export control laws or regulations of Germany.

SHARING YOUR INFORMATION WITH THIRD PARTIES.  When you register on our website as an investor in order to receive information on investment opportunities, SAMF may share the information provided with third parties who may then contact you about investment opportunities. Such information may include, but is not limited to your name, address, telephone number, location, fax number, email address, nationality, residence country, comments you made to us in our online forms or otherwise and the types of investments you are interested in. For example, when you register on our Website as an investor or to join our investment club, as applicable, we may provide your information to third parties brokers who may then contact you about investment opportunities.

CONFIDENTIAL INFORMATION. "Confidential Information" means information or materials provided by either Party to the other Party, whether directly or through any agent and including by or to each Party’s respective officers, directors, employees and agents, that either Party treats as confidential. Notwithstanding the foregoing, Confidential Information does not include information or materials that (A) were, at the time of disclosure, generally known to the public; or (B) become generally known to the public after disclosure, other than as a result of the act or omission of either Party; or (C) were rightfully known by either Party prior receiving the information, or that are thereafter received from a third party entitled to disclose the same; or (D) are or were disclosed by the either Party to a third party generally without restriction on disclosure (E) are disclosed by either Party in good faith in carrying out its duties with regard to the Proposed Transactions. Confidential Information shall in all events include the fact that the Parties may be interested in entering into a Transaction, and the fact that the Parties desire to engage in discussions regarding a Proposed Transactions, and any of the terms, conditions or other facts with respect to any such Proposed Transaction.

HIGH RISK WARNING. Trading in pre-IPO private investments carries a high level of risk, and may not be suitable for everyone. The high degree of leverage can work against you as well as for you. Before deciding to invest in private placements or other pre-IPO investments you should carefully consider your trading objectives, level of experience, and risk appetite. The possibility exists that you could sustain a loss of some or all of your initial trading capital and therefore you should not deposit money that you cannot afford to lose. You should be aware of all the risks associated with private placements or other pre-IPO investments, and seek advice from an independent advisor if you have any doubts.

FORMS, AGREEMENTS & DOCUMENTS. We may make available through our Website or through other Websites sample and actual forms, checklists, business documents and legal documents (collectively, “Documents”). All Documents are provided on a non-exclusive license basis only for your personal one-time use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign or transfer such license. Documents are provided for a charge and without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. THE DOCUMENTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH “ALL FAULTS,” AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Documents may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. Some Documents are public domain forms or available from public records.

INDEMNIFICATION. You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense related to your violation of this Agreement or use of the Website.

LIMITATION OF LIABILITY. (a) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (1) any errors in or omissions from the Website or any services or products obtainable therefrom, (2) the unavailability or interruption of the Website or any features thereof, (3) your use of the Website, (4) the content contained on the Website, or (5) any delay or failure in performance beyond the control of a Covered Party. (b)(1) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY. In no event shall SAMF or its affiliated persons or entities be liable for any special, consequential, indirect, incidental or punitive damages or lost profits, however caused and on any theory of liability (including negligence and strict liability) arising in any way out of this Agreement, whether or not you or SAMF has been advised of the possibility of such damages.

ADVERTISERS. The Website may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's materials.

CLIENTS FOR CAPITAL MARKETS LISTINGS AND/OR FINANCING. Please note that all documents and presentation materials provided to SAMF must be in English and must be in good form and of the highest quality, best practice standards.

LINKING TO OUR SITE. You may provide links to the Website, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Website, (b) your website does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Website immediately upon request by us.

LINKS TO OTHER WEBSITES. The Website contains links to other Websites. We are not responsible for the content, accuracy or opinions express in such Websites, and such Websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Website on our Website does not imply approval or endorsement of the linked Website by us. If you decide to leave our Website and access these third-party sites, you do so at your own risk.

REGISTRATION/PURCHASE. Certain sections of, or offerings from, the Website may require you to register. If registration is requested, you agree to provide us with accurate, complete registration and/or purchase information. Your registration must be done using accurate information. Each registration is for your personal use only. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.

ERRORS, CHANGES AND CORRECTIONS. We do not represent or warrant that the Website will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Website at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Website.

THIRD PARTY CONTENT. Third party content may appear on the Website or may be accessible via links from the Website. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Website. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief.

CERTAIN CONTENT. Certain of the content on this Website may be copyrighted by others, external experts, contributors and bloggers, or other third parties. This content is provided “as is” without warranty of any kind. Neither we, nor any data suppliers make any warranty whatsoever as to the accuracy or completeness of the content or the results to be obtained from using the information contained therein and neither we nor any data suppliers will be responsible for any claims attributable to errors, omissions, or other inaccuracies in the information contained in the content. The entire risk for the results and performance of the content is assumed by the user. Further, neither we nor any of our data suppliers make any representations or warranties, either express or implied, with respect to the content, including, but not limited to, the quality, performance, merchantability or fitness for a particular purpose of the content or any information contained therein. In no event will we or any data suppliers be liable for direct, indirect, special, incidental, or consequential damages arising out of the use of or inability to use the content or for any loss or damage of any nature caused to any person as a result of that use. Material contained in the content may not be duplicated or redistributed without the prior written consent of us and the copyright holder, except that one print copy of search output is permitted for use within the user’s organization and that search output may be stored temporarily in electronic media for editing or reformatting and subsequent printing of one print copy of search output for internal use. Advertising and sponsored links found on content pages from third party providers are not provided by those content providers and are not endorsements.

UNLAWFUL ACTIVITY. We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

NON-TRANSFERABLE. Your right to use the Website is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.

DISCLAIMER. THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN THE SECTION ENTITLED LIMITATION OF LIABILITY, BELOW, PARAGRAPH (b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.

USE OF INFORMATION. We reserve the right, and you authorize us, to the use and assignment of all information regarding Website uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a “Submission”) will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

PROTECTION OF CHILDREN. In compliance with the Children's Online Privacy Protection Act of 1998, SAMF does not accept registrations or form submissions from those under 18 years of age. By registering with SAMF, you represent that you are at least 18 years old.

THIRD-PARTY SERVICES. We may allow access to or advertise certain third-party product or service providers (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

THIRD-PARTY MERCHANT POLICIES. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

PRIVACY POLICY. Our “Privacy Policy”, as it may change from time to time, is a part of this Agreement. PLEASE READ THIS DOCUMENT CAREFULLY.

COOKIES. Our ”Cookies” policy, as it may change from time to time, is a part of this Agreement. PLEASE READ THIS DOCUMENT CAREFULLY.

IMPORTANT DISCLOSURES. The Important Disclosures in the footer section of our website, as they may change from time to time, are an integral part of this Agreement. PLEASE READ THESE DOCUMENTS CAREFULLY BEFORE YOU DEAL WITH US.

PAYMENTS. You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

COPYRIGHTS AND COPYRIGHT AGENTS. We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. A description of the copyrighted work that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located on the Website;
  4. Your address, telephone number, and email address;
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Website can be reached by mail:  Swiss AMF AG, C/O Copyright Agent, Bahnhofstrasse 21, 6300 Zug, Switzerland

INFORMATION AND PRESS RELEASES. The Website contains information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

LEGAL COMPLIANCE. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and the Content and Materials provided therein.

REFUND POLICY. To the extent that you purchase any services directly from us, there shall be no refunds of your purchase amount. Please also note that certain products and services mentioned on our Website are sold by third parties or are linked to third party Websites, and we have no responsibility or liability for those products or services.

TERMINATION. You agree that SAMF, in its sole discretion, may terminate your membership, and remove and discard any content that you have posted on the Website, for any reason, including, without limitation, for lack of use or if SAMF, in its sole opinion, believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or that you are a repeat infringer of intellectual property rights. You agree that any termination of your access to the Website under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that SAMF may immediately deactivate or delete your account and all related information and files in your account and/or bard any further access to such files or the Website. Further, you agree that SAMF shall not be liable to you or any third-party for any termination of your access to the Website.

You may reach our legal department by email at legal(at)swissamf.com or by telephone at +41 43 508 26 22 or by email at info(at)swissamf.com. Do not hesitate to contact us immediately should you have any problems or issues.

 

 

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