This agreement (the “Agreement”) governs the Nimity referral program (the “Program”) offered by (i) Seedblink S.A., a company registered in Romania, having its registered office at 4B and 2-4 Ing. George Constantinescu Street, Building A, office 9/611, 6th floor, 2nd District, Bucharest, Romania, registered with the Trade Register under no. J40/722/2020, tax identification code RO42141358 (“Seedblink RO”) and (ii) Seedblink Holding Limited, a company registered in Ireland (registered number: 713761) and having its registered office at One Spencer Dock, North Wall Quay, Dublin 1 (“Seedblink Holding”) (collectively “Seedblink”, “we” or “us”). Participation in the Program in any way, whether as a referring person, and/or as a recipient of any Seedblink shares awarded under the Program ("Participants" or "you"), constitutes acceptance of this Agreement.
1. Introduction
Under the Program, existing holders of a verified account on www.seedblink.com (“Seedblink Platform”) operated by Seedblink RO ("Referring Clients") may invite potential new clients ("Referred Clients") to open an account on www.nimity.com (“Nimity Platform”) also operated by Seedblink RO (“New Accounts”).
Subject to the terms and conditions described below, (i) Referring Clients may subscribe for up to 75 shares of Seedblink Holding ("Program Shares") and receive incentives offered by Seedblink RO (“Program Incentives”) according to the number of Referred Clients calculated between the start date of the Program until 31st March 2024 ("Program Duration") and (ii) Referred Clients may receive Program Incentives during the same Program Duration. A Referring Client may only subscribe for Program Shares once under the Program.
2. Changes to terms of the Program
Seedblink may change the terms of the Program in its sole discretion, including for legal or commercial reasons. The current terms of the Program are specified in this Agreement, on Nimity Platform (https://www.nimity.com/nimitylink) and such terms may be modified at any time.
Seedblink reserves the right to close the Program to new Participants at any time.
3. Referring Clients Eligibility
Referring Clients are eligible to receive a number Program Shares and Program Incentives according to clause 5 below, if (i) they hold a verified account on Seedblink Platform and (ii) their Referred Clients are eligible as per clause 4 below. Residents outside of the EU and Seedblink employees/collaborators are not eligible to participate in the Program.
4. Referred Clients Eligibility
Referred Clients are eligible to receive Program Incentives according to clause 5 below, if (i) they were not an account holder on Nimity Platform prior to the date of receipt of the referral invitation from a Referring Client; (ii) following receipt of such referral invitation, they open a new account on Nimity Platform (using the instructions provided in the referral invitation) with a single validated e-mail account, according to Nimity Platform’s terms and conditions and (iii) they keep such new account open at least until the end of the Program Duration.
For the avoidance of doubt, a single individual opening multiple accounts using multiple e-mail addresses shall be counted as 1 (one) Referred Client. As part of its security policies, Seedblink shall verify all new accounts and void referrals in case there are reasonable concerns that the same individual uses several e-mail addresses for creation of fake accounts.
5. Computation of Program Shares and/or Program Incentives
On 31 March 2024, when the Program Duration ends (“End Date”), the following Program Shares and/or Program Incentives shall be awarded as follows:
First: The Referring Client who refers the biggest number of Referred Clients and provided that such number is at least 100 (“Best Performing Referring Client”) shall be awarded the option to subscribe for 10 Program Shares. In case of a tie, differentiation shall be made based upon who was the first to reach the number of Referred Clients.
Second: Top 10 Referring Clients besides Best Performing Referring Client who refer at least 100 Referred Clients ("Top 10 Referring Clients”) shall be awarded the option to subscribe for 3 Program Share each. In case of a tie (e.g., 10th and 11th Referring Clients referred the same number of Referred Clients), differentiation shall be made based upon who was the first to reach the number of Referred Clients.
Third: In case there are Referring Clients who refer at least 100 Referred Clients but fail to make it in the Top 10 Referring Clients, such Referring Clients shall be awarded the option to subscribe for 0.5 Program Shares each, up to maximum 35 Program Shares.
Fourth: If there are still Program Shares available after Third step, Referring Clients who refer between 20 and 99 Referred Clients shall be awarded the option to subscribe for 0.5 Program Shares each, in order of the number of Referred Clients, up to maximum 35 Program Shares (including the Program Shares awarded in Third step). In case of a tie, differentiation shall be made based upon who was the first to reach the number of Referred Clients.
A week after End Date, such Referring Clients shall be notified in writing about their option to subscribe for Program Shares (“Seedblink Notice”).
Additionally, Referring Clients may also provide to Seedblink (i) product feedback regarding Nimity Platform or (ii) new ideas for user generation (“Additional Feedback”) via hello@nimity.com
Top Referring Clients who provide Additional Feedback shall become part of NimityLink Circle channel on Seedblink Circle community tool and be considered a special category of Seedblink users that will receive product updates on a regular basis, they will be presented new product features early and they will be asked for feedback to be implemented in the products developed by Seedblink.
Eligible Referred Clients shall be awarded at the end of the Program (i) a 30% off for Seedblink Club subscription on Seedblink Platform and (ii) free access to Tech Investors Academy and other future educational programs to be offered by Seedblink during 2024.
6. Specifics of Program Shares
Mechanics of subscribing for Program Shares. Referring Clients shall manifest their option to subscribe for Program Shares in writing, via reply at hello@nimity.com, within 1 (one) month as of receipt of Seedblink Notice.
Type of shares. Program Shares shall be C Ordinary shares without voting rights, in Seedblink Holding.
Subscription price. Program Shares may be subscribed for by Referring Clients for a price per share equal to the nominal value of such share (EUR 1.00), payable to Seedblink Holding directly as per instructions received in writing by means of Seedblink Notice. In case the Referring Client is eligible for a fraction of a share, then the price shall be paid for such fraction (i.e., EUR 0.50 for 0.5 Program Shares).
Nominee arrangement. Upon subscription, Program Shares shall be held by Seedblink Trust GmbH, a company registered in Austria (registered number: FN 591831s) and having its registered office at Donau-City-Straße 7, A-1220 Vienna, Austria (“Seedblink Trust”), in the name and on behalf of Referring Clients. The relevant Referring Client must execute all documents Seedblink requires to give effect to this nominee arrangement (inter alia a trust agreement) and Seedblink may refuse to allot Program Shares unless and until that Referring Client executes the documents required by Seedblink.
Adherence to Shareholders’ Agreement. Upon subscription, Referring Clients shall adhere to the shareholders’ agreement entered into amongst the Founders, the Investors and the Company (as these terms are defined therein) on 1 April 2023 as it may be amended from time to time (“Shareholders’ Agreement”), as a C Shareholder (as defined therein). Transfer restrictions shall apply as provided in the Shareholders’ Agreement.
Tax. Any applicable Taxes due in relation to the Program Shares shall be declared and paid by the Referring Client. The Referring Client shall use their best endeavors to ensure that all compliance obligations are performed, as provided according to the laws of Ireland and Referring Client’s jurisdiction. In case any Tax credit is wanted to be claimed in the Referring Client’s jurisdiction for the Taxes paid in Seedblink Holding's jurisdiction (if any), the Referring Client shall perform the relevant procedures (e.g. request the proof of Tax payment in Seedblink Holding 's jurisdiction). The Referring Client will also be responsible for any Taxes due in the Referring Client’s residency jurisdiction for the income obtained (if any). Any applicable Taxes in the Referring Client’s jurisdiction for the transaction performed, shall be declared and paid by the Referring Client under their exclusive responsibility. In case any Taxes are imposed to the Seedblink Trust by Tax Authorities or other relevant authorities of any jurisdiction in relation to the Referring Client’s shares because the legal and beneficial ownership separation of the Referring Client’s shares was not recognized by such Tax Authorities or other relevant authorities (e.g. the Trust Company is recognized as beneficial owner of the Referring Client’s shares instead of the Referring Client), the Referring Client shall undertake the payment of any Taxes in the relevant jurisdictions (if the case). In such a case, the Trust Company shall be entitled to either (i) withhold any such Taxes from the proceeds or (ii) recharge the amounts paid as Tax and the Referring Client shall repay Seedblink or the Trust Company the respective amounts. The Trust Company is not liable for any double taxation or Tax burden at the level of the Referring Client due to the not recognition of the legal and beneficial ownership separation for Tax purposes in the Referring Client’s jurisdiction or any other relevant jurisdictions. “Tax” shall mean all tax liabilities, including income taxes (personal or corporate), capital taxes, stamp duties (both on the issuance and on the transfer of shares), withholding taxes, value added taxes, property taxes, social security contributions, national insurance contributions and the like, local taxes, contributions to specific funds (e.g. the environmental fund contribution) and all other taxes, duties, custom duties, levies or imposts payable to any competent Tax Authority in any jurisdiction, as well as any interest, penalties, costs and expenses reasonably related thereto. For the avoidance of doubt, the term of Tax includes Past Tax, save for any Tax for which the statutory term provided by the relevant Tax Legislation expired. “Tax legislation” shall mean any legislation, regulations and rules of any type applicable in any country with respect to any Tax. “Tax Authority” shall mean any domestic, foreign, federal, national, state, county, municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body properly exercising any taxing authority or any other authority properly exercising Tax regulatory authority.
For the avoidance of doubt, (i) payment of Program Shares, (ii) execution of all necessary documents in order to give effect to the nominee arrangement and (iii) adherence to the Shareholders’ Agreement, are cumulatively mandatory in order for Program Shares to be awarded to Referring Clients.
7. Entire Agreement
Your rights hereunder are subject to the terms of this Agreement. You agree to be bound by the terms of this Agreement, and acknowledge having read and understood this Agreement. This Agreement constitutes the entire agreement and supersedes all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. No waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
8. Communications
If you wish to communicate with us about anything related to this Agreement, you may do so by sending an email to support@nimity.com.
9. Severability
The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
10. Governing Law and Disputes
Under this Agreement, the relationship between you and Seedblink RO shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of law rules. The relationship between you and Seedblink Holding shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law rules.
Any dispute in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts from our headquarters.
11. Imposition of Other Requirements
We may require you to provide such other assurances and representations to us as we may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. We may take such additional actions as are necessary to comply with any legal requirement and you agree to cooperate with the same. Neither receipt of Program Shares nor any communications related to the Program constitutes a recommendation to buy, sell, or hold shares.
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