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GENERAL TERMS AND CONDITIONS 

 

  1. GENERAL CONDITIONS 

These terms and conditions (the "Terms and Conditions") of NAAV SA, Geneva, Switzerland ("NAAV" or the "Company"), govern the conditions of use and the rights and obligations of users of the website [https://www.naav.ch] (the "User(s)") and the services available on the Website. 

  1. By accessing and browsing the Website, the User acknowledges that it has read, understood and agreed to be bound by: 

  • these Terms and Conditions: if the User does not agree to be bound by the Terms and Conditions set forth below, he/she shall refrain from accessing the Website or any of its pages; 

  • the Website’s Privacy Policy (hereby incorporated to the present Terms and Conditions per reference). 

  1. Any special agreement with respect to individual services or products of NAAV shall be complementary to these Terms and Conditions and is expressly reserved. 

 

  1. DEFINITIONS

  1. Potential Investor(s): Any potential investor, whether retail, professional or institutional, whether a natural person (of minimum 18 years of age with unrestricted capacity to act) or a duly incorporated legal entity, whether Swiss or foreign, interested in subscribing to a product via the Website.

  2. User(s): Refers to any person accessing and browsing the website.

  3. Website: Designates the website [https://www.naav.ch] operated by NAAV.

 

  1. ACTIVITY

  1. NAAV is a company limited by shares (société anonyme, Aktiengesellschaft) incorporated in Geneva and governed by Swiss Law. The Company aims at launching an innovative platform (the "Platform") providing direct access to portfolio managers by giving Potential Investors the opportunity to invest in mutual funds without the need for a bank account. After obtaining the appropriate FINMA authorization(s), the Company is planning to undergo an STO in 2020 in order to fund its Platform.

  2. The Website operated by NAAV aims at promoting the Company’s project. The website in his current state is a mock-up (test version) and does not allow for any subscription or investment.  Its sole purpose at this stage is to allow potential Investors or Users to test the solution of NAAV.

  3. Neither NAAV nor the Website currently undertakes any of the following activities:

  • Banking activities: NAAV does not accept deposits from the public or make any offering to obtain them;

  • Securities dealer (négociant en valeurs mobilières, maison de titre / Wertpapierhäuser) activities: NAAV does not, in a professional capacity : 

    • trade securities in its own name, on behalf of investors;

    • trade securities on a short-term basis for its own account and is not mainly active on financial markets and could thus not jeopardize the proper functioning of said markets or operate as a member of a trading platform;

    • trade in securities on a short-term basis and publicly offer, whether permanently or upon request, a price for certain securities (market making);

  • Financial market infrastructure activities: NAAV is not an exchange or trading platform, more particularly it does not allow for a simultaneous exchange of securities on the Website.

  • Asset management: NAAV does not administer or manage assets of third parties, neither acts as a trustee; 

  • Financial advice: NAAV does not perform any advice, including any financial advice. 

  • Execution only: NAAV does not communicate any execution order in the name and on behalf of the User.  

  1. Neither NAAV nor the Website is currently acting as a financial intermediary within the meaning of the Swiss Anti-Money Laundering Act (AMLA) or its Ordinance (AMLO). 

 

  1. ACCEPTABLE USE  

  1. The User must only use the content or services provided through the Website for their stated purpose and not :

  • publish, post, send, upload, submit, display or disseminate any information or material and/or otherwise make available or engage in any conduct that is unlawful, discriminatory, harassing, libelous, defamatory, abusive, threatening, harmful, offensive, obscene, tortious or otherwise objectionable;

  • display, upload or transmit material that encourages conduct that may constitute a criminal offence, result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice;

  • interfere or violate the legal rights (such as rights of privacy and publicity) of others or violate others use or enjoyment of the Website;

  • violate any applicable laws or regulations;

  • use the Website or links on the Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users from using the Website or links on the Website or that could damage, disable, overburden or impair the functioning of the Website or our servers or any networks connected to any of our servers in any manner;

  • create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent yourself to be another person or a representative of another entity including, but not limited to, an authorized user of the Website representative, or fraudulently or otherwise misrepresent that you have an affiliation with a person, entity or group;

  • mislead or deceive us, our representatives and any third parties who may rely on the information provided by you, by providing inaccurate or false information, which includes omissions of information;

  • disguise the origin of any material transmitted through the services provided by the Website;

  • violate, infringe or misappropriate any intellectual or industrial property right of any person (such as copyright, trademarks, patents, or trade secrets, or other proprietary rights of any party) or commit a tort;

  • upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property;

  • send, upload, display or disseminate or otherwise make available material containing or associated with spam, junk mail, advertising for pyramid schemes, chain letters, virus warnings (without first confirming the authenticity of the warning), or any other form of unauthorized advertising or promotional material;

  • access any content, area or functionality of the Website that you are prohibited or restricted from accessing or attempt to bypass or circumvent measures employed to prevent or limit your access to any content, area or functionality of the Website;

  • obtain unauthorized access to or interfere with the performance of the servers which host the Website or provide the services on the Website or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers;

  • attempt to gain unauthorized access to any services or products, other accounts, computer systems, or networks connected to any of our servers through hacking, password mining, or any other means;

  • obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website or its services;

  • harvest or otherwise collect, whether aggregated or otherwise, data about others including e-mail addresses and/or distribute or sell such data in any manner;

  • use any part of the Website other than for its intended purpose; or

  • use the Website to engage in or promote any activity that violates these terms.

  1. The User guarantees that any information he/she provided to NAAV via the Website is complete, accurate and truthful. The User is responsible for keeping this information up to date and notifying NAAV should a change occur. 

  1. USER ACCESS AND CROSS BORDER REGULATION 

  1. The Website and its content are intended for natural persons and legal entities with registered residences and offices in Switzerland. 

  2. The Website shall not be considered an advertisement in any jurisdiction where such advertisement is not allowed or where persons are legally not allowed to receive nor to be offered such an advertisement. 

  3. Restrictions may apply to countries other than Switzerland, in any jurisdiction into which such Website or its content is deemed unlawful. Users are required to inform themselves about applicable laws and regulations in their jurisdiction and to observe as well as comply with any such applicable restrictions.

  4. Users’ access to the Website may be restricted at any time, including when necessary for security reasons or for implementation of technical measures. In accordance with section G of the present Terms and Conditions, Users may not derive any claim from such restrictions. 

 

  1. NO ADVICE, NO RECOMMENDATION

 

  1. In accordance with section C.3 of the present Terms and Conditions, neither information nor opinions expressed on the Website constitute a solicitation or recommendation to enter into any transactions, or to conclude any legal act of any kind.

  2. NAAV does not provide either asset management services or financial, tax and/or legal advice to Users through the Website.

 

  1. LIABILITY

 

  1. The Company does not issue any financial product. The Company is not liable for the products mentioned on the Website. As regards the Website, the Company may not be held liable unless in presence of gross negligence or willful intent. In particular, in no event, subject to mandatory applicable laws, the Website, NAAV, its directors, officers, employees, mandatories and auxiliary persons shall be liable, including in the case of negligence, for any damages, losses or liabilities including without limitation, direct or indirect, special, incidental, consequential damages, losses or liabilities, in connection with the use of the Website, account hacking, User identity spoofing or User’s reliance on or use or inability to use the information and services of the Website, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if the User advises NAAV of the possibility of such damages, losses or expenses.- furthermore, NAAV disclaims all liability for any tampering with the User’s computer system by unauthorized parties.

  2. NAAV does not warrant the accuracy, adequacy, completeness or timeliness of the information and services or the error-free use of the Website.

  3. NAAV does not represent or warrant that the Website will be available or that it will meet the User’s requirements, that access will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to the User’s computer system. The User shall be solely responsible for its adequate protection and back up of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses or other destructive properties.

 

  1. DATA PROTECTION

The User's access to and use of the Website constitutes its acceptance of and agreement to abide by NAAV’s Privacy Policy which is hereby incorporated in the present Terms and Conditions by reference.

  1. INTELLECTUAL PROPERTY

  1. Some information available on the Website (including logos, designs, brands, softwares, code and others) are protected by copyrights, patents, trade secrets, trademarks or other intellectual property rights to the sole benefit of the Company. No information contained on this Website shall be construed as granting any license or right to use any of this information. Nothing on the Website may be copied, imitated or used, in whole or in part, without NAAV’s prior written consent.

  2. In no event shall the User acquire title to any software or material by downloading it, or otherwise copying it, from the Website. 

  3. Property rights of third parties are expressly reserved.

 

  1. CHANGES TO THE TERMS AND CONDITIONS

  1. The Company reserves the right to amend the present Terms and Conditions at its sole discretion, at any time and without any prior notice. 

  2. The most current version, published on the Website, applies between the User and NAAV.

 

  1. PLACE OF JURISDICTION AND APPLICABLE LAW

  1. Use of the Website shall be subject to Swiss substantive law, which shall exclusively govern the interpretation, application, and effect of all the terms and conditions set out above, without regard to its conflict of laws provision. 

  2. The courts of Geneva, Switzerland shall have exclusive jurisdiction over all claims or disputes arising out of or in connection with the Website and/or its use.

 

January 2022

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