1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Smitteck GmbH ("Company," "we," "us," or "our") concerning your access to and use of the PayEquity Platform (the "Service"), including the website accessible at payequity-555754031013.us-west1.run.app and any related services, tools, or applications.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

Company Information:
Smitteck GmbH
Switzerland
Canton of Zurich

2. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to its conflict of law principles.

Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Zurich, Canton of Zurich, Switzerland.

3. Eligibility

The Service is intended for business and professional use. By using the Service, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• You are not prohibited from using the Service under any applicable law
• If using the Service on behalf of an organization, you have authority to bind that organization

4. Description of Service

The PayEquity Platform provides information and tools related to global pay equity and pay transparency legislation, including:

• Country-specific pay equity legislation databases
• Compliance assessment tools
• PDF report generation
• Email report delivery
• Vendor directory and RFP submission system
• PayEquity Analyzer Pro desktop application (Tool B)
• Educational resources and guidance

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice.

5. User Accounts

5.1 Account Creation

Certain features require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized use of your account
• Accept responsibility for all activities under your account

5.2 Account Termination

We reserve the right to suspend or terminate your account at any time if:

• You violate these Terms
• You engage in fraudulent or illegal activities
• Your account remains inactive for an extended period
• Termination is required by law or regulatory authority

You may terminate your account at any time by contacting us or through account settings.

6. Acceptable Use Policy

6.1 Permitted Use

You may use the Service for lawful business and professional purposes in compliance with these Terms and all applicable laws.

6.2 Prohibited Conduct

You agree NOT to:

• Use the Service for any illegal or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Transmit viruses, malware, or malicious code
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers
• Use automated systems (bots, scrapers) without permission
• Reverse engineer, decompile, or disassemble the Service
• Remove copyright, trademark, or proprietary notices
• Impersonate any person or entity
• Collect or harvest information about other users
• Use the Service to send spam or unsolicited communications
• Resell or redistribute the Service without authorization

7. Intellectual Property Rights

7.1 Our Intellectual Property

The Service, including all content, features, functionality, software, code, text, graphics, logos, and trademarks, is owned by Smitteck GmbH or its licensors and is protected by Swiss and international copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes, subject to these Terms.

7.2 User Content

You retain ownership of any content you submit through the Service (assessment data, RFP submissions, etc.). By submitting content, you grant us a worldwide, royalty-free, non-exclusive license to use, reproduce, and process your content solely to provide the Service.

You represent and warrant that you have all rights necessary to grant this license and that your content does not infringe any third-party rights.

7.3 Feedback

Any feedback, suggestions, or ideas you provide about the Service become our property, and we may use them without restriction or compensation to you.

8. Third-Party Services and Content

8.1 Third-Party Links

The Service may contain links to third-party websites, services, or resources. We do not control, endorse, or assume responsibility for such third-party content. Your use of third-party services is at your own risk and subject to their terms and policies.

8.2 Vendor Directory

The vendor directory lists independent third-party service providers. We do not guarantee the quality, reliability, or suitability of any vendor. You are responsible for conducting your own due diligence before engaging with any vendor.

Vendors listed in the directory are independent contractors, not our employees, agents, or representatives. We are not liable for any transactions or disputes between you and vendors.

9. Disclaimers and No Legal Advice

9.1 Information Purposes Only

THE SERVICE PROVIDES INFORMATION FOR EDUCATIONAL AND REFERENCE PURPOSES ONLY.

The Service does NOT constitute legal, financial, tax, or professional advice. The information provided should not be relied upon as a substitute for consultation with qualified legal counsel or other professional advisors.

9.2 No Attorney-Client Relationship

Use of the Service does not create an attorney-client, fiduciary, or professional relationship between you and Smitteck GmbH or any of its affiliates.

9.3 Accuracy of Information

While we strive to provide accurate and up-to-date information, we make no representations or warranties regarding the accuracy, completeness, or reliability of any information on the Service.

Pay equity laws and regulations change frequently. You are responsible for verifying the accuracy and applicability of information to your specific situation.

9.4 Assessment Tool

The compliance assessment tool provides general guidance only. Assessment results are informational and should not be considered definitive legal compliance determinations.

10. Warranties and Limitations

10.1 "As Is" Basis

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

10.2 No Guarantee of Availability

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Service is free from viruses or harmful components
• Results obtained from the Service will be accurate or reliable

10.3 Use at Your Own Risk

Your use of the Service is at your sole risk. You are responsible for implementing sufficient procedures and safeguards to ensure that your use meets your requirements.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY SWISS LAW, SMITTECK GMBH, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Loss of use or goodwill
• Business interruption
• Any damages arising from your use or inability to use the Service

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

11.2 Maximum Liability

To the extent permitted by law, our total liability for all claims arising from or related to the Service shall not exceed the greater of:

• The amount you paid to us for the Service in the 12 months preceding the claim, or
• CHF 100 (one hundred Swiss Francs)

11.3 Essential Purpose

Some jurisdictions do not allow the exclusion or limitation of certain damages. If Swiss law does not permit the above limitations, our liability will be limited to the maximum extent permitted by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Smitteck GmbH, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any law or regulation
• Your violation of any third-party rights
• Any content you submit through the Service

13. Fees and Payment

13.1 Free and Paid Features

Certain features of the Service are provided free of charge. Other features may require payment of fees ("Paid Features").

13.2 Payment Terms

If you purchase Paid Features:

• You agree to pay all fees as described at the time of purchase
• All fees are in the currency specified (CHF, USD, or EUR)
• Fees are non-refundable except as required by law or as explicitly stated
• We may change fees with 30 days' notice
• Payment processing is handled by Stripe (third-party payment processor)

13.3 Taxes

Fees do not include applicable taxes (VAT, GST, sales tax, etc.). You are responsible for paying all applicable taxes associated with your purchase.

13.4 RFP Fees

RFP submission through the Service is currently free. We reserve the right to introduce fees in the future with advance notice.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting the updated Terms on the Service with a new "Last Updated" date.

Material changes will be communicated via:

• Email notification to registered users
• Prominent notice on the Service

Your continued use of the Service after changes constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service.

15. Privacy and Data Protection

Your use of the Service is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal data.

By using the Service, you consent to our data practices as described in the Privacy Policy. Please review the Privacy Policy at /privacy.

16. Termination

16.1 Termination by You

You may terminate your use of the Service at any time by:

• Discontinuing use of the Service
• Deleting your account (if applicable)
• Contacting us to request account deletion

16.2 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice, including if:

• You breach these Terms
• We are required to do so by law
• We cease operating the Service

16.3 Effect of Termination

Upon termination:

• Your right to use the Service immediately ceases
• We may delete your account and data (subject to legal retention requirements)
• Sections that by their nature should survive termination shall survive (e.g., disclaimers, limitations of liability, indemnification, governing law)

17. Dispute Resolution

17.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact us to attempt to resolve the dispute informally. Please send dispute notices to the contact information in Section 20.

17.2 Arbitration (Optional)

If informal resolution is unsuccessful, disputes may be resolved through binding arbitration under the Swiss Rules of International Arbitration, with proceedings held in Zurich, Switzerland.

17.3 Exceptions

Either party may bring claims in court if the claim:

• Seeks injunctive relief
• Relates to intellectual property rights
• Is within small claims court jurisdiction

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Smitteck GmbH concerning the Service and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

18.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, natural disasters, government actions, or internet service failures.

18.6 Language

These Terms are provided in English. In case of translations, the English version shall prevail in case of conflicts.

19. Specific Terms for Tool B

19.1 Desktop Application License

The PayEquity Analyzer Pro desktop application ("Tool B") is provided as free software for business use. You receive a non-exclusive, non-transferable license to use Tool B subject to these Terms.

19.2 Local Data Processing

Tool B processes all employee data locally on your device. No salary or employee data is transmitted to our servers. You are responsible for the security of data processed by Tool B on your device.

19.3 No Warranty for Tool B

Tool B is provided "as is" without any warranty. Results from Tool B should be reviewed by qualified professionals and should not be considered definitive legal compliance determinations.

19.4 Updates

We may release updates to Tool B from time to time. You are responsible for downloading and installing updates to ensure continued functionality.

20. Contact Information

If you have questions, concerns, or notices regarding these Terms, please contact us: