TERMS OF USE

Released on October 3rd, 2017. Last updated on March 23rd, 2020.

These Terms of Use are designed to regulate your access and usage of our services as described and offered on www.servicebit.io and other linked websites (hereinafter a "Site" or "Sites"). It is a legally binding agreement between you as user(s) of the Sites (hereinafter a "User” or "you") and Servicebit Network AG (the “Company” or “Servicebit”), a proprietary and a sole owner of the Sites.

<2>Terms of Use

We’re happy to welcome you on www.eqip.com!

These Terms of Use are designed to regulate your access and usage of our services (hereinafter a "Site") and is a legally binding agreement between you as the user(s) of the Sites (hereinafter a "User", or "you") and Eqip AG, a proprietary and a sole owner of www.eqip.com (hereinafter "Eqip").

1. General Provisions

1. Any usage by any user of the Sites, as well as the services and products provided by Eqip AG under trademark “Eqip” or elsehow (hereinafter collectively defined as the "Services") is subject to the Terms of Use and any other rules published by Eqip on its Sites. (Collectively referred to as the "Terms", including this document and any other Rules if applicable). By accessing or using the Sites or Services, you hereby agree to accept and to be bound by the Terms.

2. You may not use the Sites or the Services and may not accept the Terms if (a) you are not of legal age to enter into a binding contract with Eqip, or (b) you are not allowed to use any Services under the laws of Switzerland or other countries, including your own country of residence, or (c) you are not allowed to enter into a binding contract with Eqip based on your internal company rules and regulations.

3. You agree that Eqip may amend any Terms at any time by posting the relevant changes as may be applicable from time to time. By continuing to use the Services or the Sites, you agree that the amended Terms will apply to you.

4. If required by any of your customer or partner or any other party you do business on any of Sites, You may be required to agree on a separate agreement, with Eqip or our affiliate or any of our customers for any Service ("Custom Agreements"). If there is any conflict or inconsistency between these Terms and a Custom Agreement, the Custom Agreement shall take precedence over the Terms but only in regards to that Service concerned.

5. Unless for any cases specified above, these Terms cannot be modified except in writing by an authorized officer of Eqip.

2. Our Services

1. A User has to register as a member on the Site to use some Services. Eqip reserves the right to restrict access without any in advance notice to certain Services.

2. There may be local deviations of any Services or Sites for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users.

3. Eqip may, in sole discretion, limit, stop or promote different level of access to and use of any Services with respect to different Users.

3. Rights and Responsibilities of Users

1. Every User hereby agrees and declares to comply with all and any applicable laws as a pre-condition to use of the Sites or Services.

2. Every User agrees (a) not to copy, reproduce, distribute or re-publish any Services or any text, information, images, videos, databases or listings, etc. available on or through the Sites (hereinafter the "Site Content"), (b) not to copy, download, reproduce or use any Site Content for the purposes of operating a business that competes with Eqip or any of its Services, Sites or affiliates listed in This Agreement. Any systematic copying of Site Content to create or compile, directly or indirectly, a collection, compilation, database or directory, including but not limited through spiders, robots, manual or automatic processes, without prior written consent of Eqip authorized officer, is prohibited. Any content or materials use on the Sites or Services for any purpose other than defined in these Terms is not allowed.

3. Our Services or Sites may allow Users to access third-party content or websites or services. Users are cautioned to read such third-parties sites or services terms and conditions or any other applicable documents prior to using them. Eqip has no control over such third-party sites or services and therefore any claim in respect to such third parties has to be settled or addressed directly to the responsible party. Users hereby acknowledge that Eqip has no control over such third party’s websites.

4. By publishing any information, content or material ("User Content") on the Sites or providing any User Content to Eqip or any of our Sites, users grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Eqip to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Sites, the provision of any Services and/or the business of the User. Each User confirms and warrant to Eqip, having all the rights, power and authority necessary to grant the above license.

4. User Accounts

1. User must be registered on the Sites to access or use some Services. Except by the Eqip explicit approval, one User may only register one user account on the Sites. Eqip may terminate a User’s member account otherwise.

2. A User ID and password is unique to a single account. Each User shall be solely responsible for maintaining the confidentiality and security of their User ID and password. Users are not allowed to re assign or share account details with any third party. Users shall inform Eqip promptly if becoming aware of any unauthorized use of own account.

3. Users agree that all activities under a user’s account will be deemed to have been authorized by the User.

4. Users agree that in case of the multiple use of your account or User’s failure to maintain the security of own account, Eqip shall not be liable for any loss or damages arising from such a breach.

5. Further Responsibilities of all Users

1. Every User warrants and agrees (a) to have full authority to accept these Terms; (b) to use the Sites and Services for business purposes only; (c) to provide accurate and valid information during the registration process and any time after that, including but not limited to a valid business address, valid company name, company information, etc.

2. Every User agrees to have User’s contact information and further details included in Eqip database and to authorize Eqip to share the contact information with other Users as may be required to perform any part of our Services.

3. Every User warrants and agrees (a) to be solely responsible for obtaining all necessary third-party licenses and permissions regarding any User Content submitted by User; (b) not to violate any of the copyright, patent, trademark, trade name, trade secrets of any third party by posting or publishing any content on Sites.

4. Every User further warrants and agrees that the User Content shall a) be accurate, valid, complete and lawful; b) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations; c) not contain any link to any other websites or services which includes any content that may violate the Terms.

5. Every User further represents and warrants a) to carry on activities on the Sites in compliance with any applicable laws and regulations; b) to conduct business transactions with other users of Eqip or its Sites or Services in good faith; c) to carry on any actions in accordance with these Terms and any Additional Agreements if applicable; d) not to attempt to copy, reproduce any Site Content of Eqip; e) not to use any computer viruses or other destructive devices when dealing with any part of Eqip Sites or Services; f) not to make any attempts to get an unauthorized access to Eqip Services or Sites or any part of Site Content; g) not to engage in any activities that would create any liability for Eqip or it’s affiliates.

6. Users agree to provide all necessary information and all reasonable assistance necessary for Eqip, evaluating whether a User has breached the Terms.

7. Users agree that Eqip shall not be required to actively monitor any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Sites. Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material published.

8. All Users hereby authorise Eqip and it’s Services to monitor, analyze and publish any statistical data, except the one marked as confidential, including but not limited to the rating, the performance indicators, customers’ satisfaction, etcetera, on the Sites. All Users hereby authorize Eqip to list them as references in commercial and marketing activities, materials, Sites, unless a User explicitly withdraws such permission in writing.

9. Users acknowledge and agree that the Services may only be used by businesses and their representatives for business use, and not for personal use.

10. Every User is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.

6. Violations

1. Eqip reserves the right in our sole discretion to remove, modify or reject any content submitted by a User.

2. If any User breaches any Terms or if Eqip has reasonable grounds to believe that any Member is in breach of any the Terms, Eqip shall have the right to impose a penalty against the User, or suspend or terminate the User’s account or subscription of any Service without any liability to the User.

3. Any User would be considered as being in breach of the Terms if: a) any complaint or claim from any third party leads Eqip to have reasonable ground to believe that such User has failed to perform agreed services via the Eqip Sites for such third party; b) such User has used a stolen credit card or other false or misleading information in any transaction with a counterparty; c) any information provided by the Member is not current or complete or is untrue or misleading; d) Eqip believes that the User’s actions may cause financial loss or legal liability to Eqip, it’s affiliates or any other Users.

4. Each User agrees to indemnify Eqip, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities, including legal costs on a full indemnity basis, which may arise from User’s submission, posting or display of any User Content, from User’s use of the Sites or Services, or from User’s breach of the Terms.

5. Every User agrees that Eqip is not responsible, nor shall have any liability to such User or anyone else for any User Content or other material published or transferred over the Sites, including any possible untrue, misleading, inaccurate, defamatory, offensive materials and that the risk of damage from such material rests entirely with the respective User.

7. Commercial transactions

1. Eqip provides an electronic web-based platform for information exchange and transactions making between buyers and IT suppliers. This includes services to publish, review, accept, finalize, and fulfill projects for the provision as published in the Pricing section of the Websites. For any Services discussed or concluded via the Sites or Services, Eqip does represent neither the seller, nor the buyer in any specific transactions or projects published or concluded or in any other stage in the process. Eqip does not control and is not liable or responsible for the quality, lawfulness, safety or completeness of the products or services offered on the Sites or the ability of the IT suppliers to complete any project or the ability of buyers to purchase services from IT Suppliers as may be announced on the Websites.

2. The pricing set for each project is inclusive of Eqip fee already (minimum 10%). When the task is completed and the Client who initiated the project explicitly approves the payment via the Site, Eqip deducts the commission of minimum 10% (ten percent) and transfer the rest to the IT supplier. Such commission is decreased to 3% should the Client invite their existing preferred supplier to join the Services and work on a client’s project, unless separately agreed otherwise in writing among 3 parties – the Client, their preferred supplier and Eqip. Such invitation shall be executed via the Site only. Payment terms for the supplier are 45 (forty-five) days net starting from the date the correct invoice has been received by Eqip, unless agreed otherwise by means of a separately signed agreement between the supplier and Eqip.

3. All Users are hereby made aware that there may be risks of dealing with people acting under incomplete, wrong or false credentials. Eqip verifies the validity of certain information Users provide during registration. There is no Eqip guarantee however and Eqip cannot and does not confirm each User's identity. Eqip encourages Clients to use various means, including common sense to verify with whom you are making business or communicating.

4. Every User fully assumes the risks of conducting any business and any project transactions via the Sites or Services. Every User assumes the risks of liability or harm of any kind in connection with any activity performed via the Sites or Services. Such risks may include but not be limited to misrepresentation of products and services, any fraud, unsatisfactory quality, failure to meet specifications, dangerous or unlawful products or services, delays, wrong costs, warranty or further contract breaches. Such risks include the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products or services originally obtained by Users of the Sites as a result of any transactions via the Sites, may suffer harms and/or file any claims arising from their use of such products. All of the risks are hereafter referred to as "Transaction Risks". Each User agrees that Eqip shall not be liable or responsible for any damages, liabilities, claims, harms, costs, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

5. Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites or Services, including, without limitation, terms regarding payment, returns, warranties, insurance, fees, taxes, title, licenses, fines, permits and storage.

6. User agrees to provide all information and materials as may be reasonably required by Eqip in connection with transactions conducted on, through or as a result of use of the Sites or Services. Eqip has the right to suspend or terminate any User’s account if the User fails to provide the required information.

7. In the event that any User has a dispute with any party regarding a transaction, such User agrees to release and indemnify Eqip and Eqip’s agents, affiliates, directors, officers and employees from any and all claims, demands, actions, proceedings, costs, expenses and damages , including without limitation any special, actual, incidental or consequential damages, regarding such a transaction.

8. Our Services provides Success Guarantee (hereinafter “Success Guarantee”) for those Users who publish the projects (hereinafter “Clients”). The Success Guarantee protects such Users from supplier (hereinafter “Supplier”) non-performance. Such protection only and solely means a replacement of the non-performing supplier to another reputable supplier, based on the project specialization, subject to the Client review and approval of a new Supplier. The Success Guarantee may only be triggered prior to Safe Pay Milestone date (“Safe Pay Milestone”), as set on the Website by the Client for the respective project.

9. The Client may dispute the project in case of the supplier non-performance (“the Dispute”). Such Dispute is only possible prior to the Safe Pay Milestone, as set on the Website for the respective project. Should the Dispute be triggered during the project implementation and prior to the Safe Pay Milestone, the involved parties, i.e. the Client and the Supplier, should seek the resolution of such Dispute and use all reasonable endeavors to resolve it. Every User hereby agrees to indemnify and save Eqip, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities which may arise from such and any User's Dispute.

10. Every User hereby explicitly acknowledges and agrees to the following Dispute procedure. Any funds from the Client will be only transferred to the Supplier until any such dispute is resolved, as defined in the Clause 7.7. For the purpose of the Services and the Terms of Use, the Dispute is deemed to be resolved only when and if explicitly confirmed in writing by both the Client who raised the Dispute and the Supplier of the respective project. Once both Parties confirm the resolution, the respective amount is transferred to the Supplier.

11. If no Dispute resolution is possible or achieved within six months after the Dispute was raised on the Website, the funds will be transferred back to the Client, less the Project publication fee as set on the Website, Pricing Clients page (“Launching new projects including Safe Pay protection and Success Guarantee”).

12. The Supplier will provide a lowest customer price guarantee for services offered through Eqip for every Client. The Supplier is obliged and shall advocate the use of the Services and not conclude transactions with Clients present on the platform other than via the Site or the Services. Any violation of this clause shall result in the payment of a penalty by the Supplier to Eqip, limited in the amount of EUR 200,000.00 (Euros Two Hundred thousand). Eqip may at its sole discretion seek further compensation for damages sustained as a result of such violation.

13. For any type of recurrently paid membership and for any and all type of users – Suppliers as well as Clients, the minimum duration term for such membership is six months. The termination notice for any such membership is set to six months from the moment of such written termination notice issued by the User or by the Eqip explicitly in writing is received.

14. Non-poaching. The Client covenant and agrees that for a period of 24 months following the termination of This Agreement, the Client undertakes not to seek or make an employment offer in any way whatsoever as employee or contractor or consultant, either on his own behalf or on behalf of any person or company for which he would become a client, a corporate officer, a shareholder, a consultant or otherwise interested, to any employee or contractor or consultant working within Eqip or within an entity belonging to Eqip or within any Supplier who provided the Client with respective resource.

8. Employee Leasing transactions

1. Transactions that are subject to the Swiss Labour Leasing Law, in particular Labour Leasing type of transactions the following additional terms apply. Unless agreed otherwise in writing between the Parties, the agreed external workforce Rates (as defined and shared with the Client via the Services – daily Rates, hourly Rates, monthly Rates) does not include the compensation for any possible incidental personnel costs waiting period (hereinafter “Waiting Period”, “Waiting Period for accidents”, “Waiting Period during illness” – nr. of days until the respective insurances take over the costs of each case) such as compensation for loss of working time due to illness, accident. The Waiting Period compensation for each possible case is calculated individually. Eqip invoices the Client and Client agreed to pay the compensation for the Waiting Period. Eqip is solely responsible and insures all external workforce provided via the Services for illness and accident cases.

2. During an assignment, the external workforce (“the employee”) is insured against occupational accidents. Non-occupational accidents are covered if the weekly working time amounts to not less than 8 hours. In case of absence caused by an accident, the salary will be paid in compliance with Art. 324b OR (Swiss Code of Obligations) and with the agreements and terms and conditions of the compulsory accident insurance taken out by Eqip. From the 3rd day after the date on which the accident occurred – Waiting Period for accidents, 80% of the salary will be paid by insurance company. Until the end of the Waiting Period for accidents, the Client will pay Eqip for not less than four-fifths, i.e. 80%, of the salary.

3. Eqip has taken out a collective daily illness allowance insurance. As part of the insurance company’s obligation to provide benefits, continued payment of 80% of the insured salary is stipulated for not more than 730 days minus a waiting period of 14 days in each case - Waiting Period during illness. The maximum insured salary is CHF 300,000.- per year.

During the Waiting Period during illness, the employee himself is responsible for the first two days of loss of earnings caused by incapacity from work due to illness. After the first two days of absence due to illness, the Client will pay Eqip for not less than 80% of the insured salary until the end of the Waiting Period during illness.

9. Limitation of Liability

1. To the maximum extent permitted by Law, the Services provided by Eqip via Sites or elsewhere are provided "As Is", "As Available" and "With All Faults". Eqip hereby expressly disclaims any and all warranties, including but not limited to any related to conditions, quality, performance, accuracy, and reliability for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.

2. To the maximum extent permitted by Law, Eqip makes no representation or warranty regarding any validity, accuracy, quality, correctness, reliability, stability or completeness of information provided via the Sites or Services. Eqip does not represent or warrant that the producing, distribution, offer, display, purchase, sale or any other use of services offered via the Sites does not violate any third party rights. Eqip makes no representations or warranties of any kind concerning any product or service offered or displayed via the Sites or Services.

3. Any material obtained through the Sites is done at each User's sole discretion and risk and each User is solely responsible for any damage to Eqip that may result from such an act.

4. The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. Eqip is not liable for any such services or products.

5. Every User hereby agrees to indemnify and save Eqip, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities which may arise from such User's use of the Sites or Services, including but not limited to the display of such User's information on the Sites, or from a breach of any of the terms and conditions of these Terms.

6. Every User hereby further agrees to indemnify and save Eqip, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Sites. Each User hereby further agrees that Eqip is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User.

7. Eqip shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever in connection to a) the inability or use of the Sites or Services; b) any misinterpretation or miss-expectation in quality of services delivered from a User or any other third party through the Sites or Services; c) violation of Third Party Rights or claims or demands; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants; d) unauthorized access by third parties to data or private information of any User; e) statements or conduct of any User of the Sites; f) any matters relating to Services however arising, including negligence.

8. Notwithstanding any of the foregoing provisions, the aggregate liability of Eqip or any of its affiliates, our employees, agents, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Sites or Services during any calendar year shall be limited to the greater of the amount of fees the User has paid to Eqip or our affiliates during the calendar year. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose.

10. Force Majeure

1. Under no circumstances shall Eqip be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, or non-performance of third parties.

11. Intellectual Property Rights

1. Eqip is the sole owner of all the rights and interests in the Sites and the Site Content. The Sites and Site Content intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with Eqip, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed are hereby reserved.

2. "Eqip", “IT-Suppliers.com”, "Suppliers-Cloud.com", "Eqip.com", "Launch-Startup.com" and related icons and logos are registered trademarks or trademarks or service marks of Eqip AG, and are protected under applicable copyright, trademark and other proprietary rights laws. Any copying, modification, use or publication of these marks without explicit written approval of the authorized Eqip officer is strictly prohibited.

3. Eqip is using independent third-party services involved in the provision of the Services. Any copying or use of any trademark, service mark or logo of such independent third parties without prior written approval from such parties is strictly prohibited.

12. Notices and General provisions

1. All legal notices shall be made in writing and sent to Eqip address: Eqip AG, Freigutstrasse 27, 8002 Zürich, Switzerland; Attn: Legal Department. The notices are effective as of receiving date by Eqip AG.

2. Eqip’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Eqip right to act with respect to subsequent breaches.

3. The Applicable law for all matters in connection with the usage of the Sites or Services shall be governed exclusively in accordance with Swiss law. The exclusive jurisdiction for all disputes in connection with these Terms is Baden, Switzerland. However, Eqip reserves the right to sue at any other court jurisdiction worldwide.