HALO IQ Terms of Service

Effective date: January 1, 2026 · Version 1.0 · https://handbookiq.ai/legal/terms

1. The agreement, the parties and definitions

These Terms of Service (the "Terms") are a binding contract between Halo IQ LLC, a California limited liability company ("HALO IQ," "we," "us"), and the entity or person that creates an account or uses the Services ("Customer," "you"). By clicking accept, signing an Order, or using the Services, you agree to these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it, and "Customer" means that organization.

If you and HALO IQ have signed a separate written agreement that expressly supersedes these Terms, that agreement controls to the extent of any conflict. An Order controls over these Terms only for the fees, term and modules it names.

Definitions.

• "Services" means the HALO IQ platform and every module, feature, API, integration, mobile application, template, document, output and support we make available, including HandbookIQ, ConnectIQ, ModIQ, ClaimsIQ, SafetyIQ, PAGA IQ, StaffingIQ and any module added later.
• "Order" means an order form, checkout page, subscription selection or statement of work that names the Services, fees and term.
• "Customer Data" means data, documents, employee records, files and content that you or your Authorized Users submit to the Services, including data pulled from systems you connect.
• "Output" means content the Services generate for you, including handbooks, policies, audits, reports, proposals, calculations, scores, summaries and recommendations, whether produced by rules, templates or artificial intelligence.
• "Authorized User" means an employee, contractor, client-company employee or other person you allow to use the Services under your account.
• "Client Company" means an employer that you, as a PEO, broker, consultant or administrator, serve through the Services. You are responsible for Client Companies and their users as if they were Authorized Users.
• "Documentation" means our published guides and help content for the Services.
• "Affiliate" means an entity that controls, is controlled by or is under common control with a party.

2. Accounts, eligibility and Authorized Users

You must be at least 18 and able to form a binding contract. The Services are for business use by employers and the firms that serve them; they are not offered to consumers for personal, family or household purposes.

You are responsible for every act and omission under your account, including by Authorized Users and Client Companies, whether or not you authorized it. Keep credentials confidential, use the access controls we provide, and tell us at security@haloiq.ai promptly if you learn of unauthorized access. We may suspend an account or user to protect the Services or other customers.

You must give accurate account, billing and company-profile information and keep it current. Output depends on what you tell us (your states, headcount, industry and practices); inaccurate profile information produces inaccurate Output, and that risk is yours.

We may offer tenant-level roles (owner, admin, member and others). The person we record as account owner may add, remove and re-assign users and is the party we take instructions from on the account.

3. The Services, modules, subscriptions and trials

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right during your subscription term to access and use the Services and Documentation for your internal business and for serving your Client Companies, up to the users, modules and limits in your Order.

Modules are licensed separately. Free tiers, betas, previews and pilots ("Evaluation Services") are provided as-is, may be changed or withdrawn at any time, may have limits we set, and carry no service commitment. Feedback on Evaluation Services may be used freely by us.

We may modify the Services, add or retire features, and change AI models, rule sets and data sources, provided we do not materially reduce the core functionality you paid for during a prepaid term without a refund of prepaid fees for the reduced portion. We may update rule libraries and legal content at any time; see section 6 for what those updates mean.

Support is provided as described in the Documentation for your tier. We do not promise response times unless an Order says so.

4. Fees, billing, taxes and suspension

Fees. You will pay the fees in your Order. Per-employee fees are measured on the employee count you enter or that we count in the Services at the start of each billing period, whichever is higher. Fees are in U.S. dollars and, except as these Terms state, are non-cancelable and non-refundable.

Subscriptions renew automatically. Each subscription renews for the same term at the then-current price unless you cancel before the renewal date. You may cancel online in account settings at any time, and we will send a reminder before renewal where the law requires it. If we raise prices, we will give at least 30 days' notice before the increase takes effect, and you may cancel before then.

Payment. We bill through our payment processor by card or ACH. You authorize recurring charges. Invoiced amounts are due 30 days from the invoice date. Late amounts bear interest at the lesser of 1% per month or the maximum lawful rate, plus reasonable collection costs. Disputes must be raised in writing within 30 days of the charge.

Taxes. Fees exclude sales, use, VAT and similar taxes. You are responsible for them, except taxes on our income. If you are tax-exempt, send us a valid certificate.

Suspension. We may suspend the Services, after notice where practical, if your account is 15 or more days past due, if your use threatens the security or integrity of the Services, or if required by law. Suspension does not relieve payment obligations, and we are not liable for its consequences.

One-time deliverables. One-time reports and audits are charged on delivery and are not refundable once delivered.

5. Customer Data, privacy and security

Ownership. You own Customer Data. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, display and create derivative works of Customer Data only to provide, secure, support and improve the Services, to comply with law, and as you direct. We may use de-identified, aggregated data that cannot reasonably identify you, a Client Company or any individual for analytics, benchmarking, rate intelligence and improving our models and rules, during and after the term.

Your responsibility for the data you give us. You represent that you have the rights and notices needed to provide Customer Data, including employee personal information, loss runs, payroll and census data, and that doing so does not violate law or any agreement. You are the business or employer; we act as your service provider and processor.

Data Processing Addendum. Where we process personal information on your behalf, our Data Processing Addendum at https://handbookiq.ai/legal/dpa is part of these Terms and sets out service-provider terms under the California Consumer Privacy Act, security measures, subprocessors and assistance with individual requests.

Security. We maintain administrative, technical and physical safeguards appropriate to the Services, including encryption in transit and at rest, tenant isolation, access controls and logging. No system is perfectly secure; you are responsible for the security of your own networks, devices and credentials and for configuring roles and permissions.

Privacy Policy. Our Privacy Policy at https://handbookiq.ai/legal/privacy describes how we handle personal information of account holders and visitors.

Third-party processors and AI providers. We use cloud hosting, payment, email, analytics and AI-model providers as subprocessors. We do not allow AI providers to train general-purpose models on your Customer Data. The current subprocessor list is at https://handbookiq.ai/legal/subprocessors.

Retention and deletion. We keep Customer Data during the term and for 30 days after it ends so you can export it, then delete or de-identify it on a rolling basis, except backups (purged on their schedule) and records we must keep by law. You may request earlier deletion.

Legal requests. We may disclose Customer Data when required by law or legal process and will notify you where lawful.

6. Output, artificial intelligence and the nature of the Services

Not legal, tax, insurance, actuarial or professional advice. HALO IQ is a software company, not a law firm, insurance broker, accountant or actuary. The Services, Documentation and Output, including handbooks, policies, compliance audits, experience-mod projections, premium estimates, PAGA calculations, proposals and any statement about what a law requires, are information and tools for your own use. They are not legal advice, do not create an attorney-client or fiduciary relationship, and are not a substitute for advice from a licensed professional who knows your facts. You decide whether and how to use Output. HALO IQ is not a professional employer organization, staffing company, insurer or agent, and is not the employer, co-employer or joint employer of anyone who uses or is described in the Services; your employees and your Client Companies' employees remain yours and theirs alone. Separate terms for the free Handbook Tools are at https://handbookiq.ai/tools/handbook-tools-terms and apply to those tools in addition to these Terms.

How Output is produced. Output is generated by rules, templates, data sources and artificial intelligence models from the statutes, regulations and other sources we cite and from the information you provide. Our rule libraries are researched from primary sources and verified on the dates we show. They are not reviewed by an attorney unless an attorney review record for that handbook says so. Laws change, sources can be misread, and models can produce errors, omissions or confident statements that are wrong. Where we show an evidence level or verification date, it describes our process, not a guarantee of correctness.

Your review is required. Before you adopt, distribute, file, sign or rely on Output, you must review it, confirm that it fits your facts and jurisdiction, fill every company-specific value, and obtain professional advice where appropriate. You are solely responsible for your handbooks, policies, filings, pricing and decisions, for their compliance with law, and for how you treat your employees and Client Companies.

No guarantee of compliance or outcome. We do not warrant that use of the Services will make you compliant with any law, prevent claims, penalties, audits or litigation, achieve a particular insurance rate, mod, premium or result, or be accepted by any agency, carrier, court or regulator.

Audits and scores. A compliance audit or score reports what our rules detected in the text you gave us against the rules loaded at that time. It is not an assurance that other obligations do not exist, and a policy reported as present or compliant may still be inadequate for your circumstances.

Human review of AI in your decisions. If you use Output to make or support decisions about individuals (hiring, discipline, termination, pay, benefits or eligibility), you are responsible for the human review, notices and records that applicable law requires, including California's rules on automated decision systems, and for not relying solely on Output.

Data sources and third-party content. Rate, loss-cost, classification, enforcement and public-records data come from government and third-party sources that we do not control. They may be delayed, incomplete or revised. Their providers' terms may apply to your use.

7. Customer responsibilities and acceptable use

You will use the Services only for lawful business purposes and in line with the Documentation. You will not, and will not allow anyone to:

• reverse engineer, decompile, scrape, crawl or copy the Services, rule libraries, policy text, data sets or models, except to the extent the law forbids this restriction;
• resell, sublicense, white-label or offer the Services to third parties except to Client Companies under your account as permitted by your Order;
• use the Services to build a competing product, train a model, or extract our rule libraries or policy library in bulk;
• remove notices, bypass limits or security, share credentials, or access another tenant's data;
• upload malicious code, infringing or unlawful content, or data you lack rights to;
• use the Services to discriminate unlawfully, to make automated employment decisions without the human review the law requires, to send spam, or to violate any law;
• use the Services on behalf of a sanctioned party or in violation of export laws.

You are responsible for obtaining and keeping the licenses, registrations and insurance your own business needs (for example PEO registration, broker licensing or ASO authority). The Services do not supply them.

We may investigate violations and remove content, suspend users or terminate accounts for breach of this section.

8. Intellectual property, licenses and feedback

Ours. HALO IQ and its licensors own all right, title and interest in the Services, including software, models, rule libraries, policy libraries and templates, data sets, designs, Documentation, trademarks and all improvements, and all intellectual property in them. Except for the limited rights expressly granted, we reserve everything. No implied licenses.

Your license to Output. When you have paid the applicable fees, we grant you a perpetual, non-exclusive, worldwide license to use, reproduce, modify and distribute the Output generated for you (your handbooks, proposals, reports) for your business and for your Client Companies, including after the term ends. The underlying templates, policy library text and rule logic remain ours; you may not redistribute them except as embedded in your Output. Output may be similar or identical to Output generated for other customers; we make no exclusivity promise.

Your content. Customer Data and your own policies, logos and documents remain yours; see section 5 for the license you give us.

Feedback. If you give us ideas, suggestions or feedback, we may use them without restriction or payment.

Marks. You may not use our names or logos without written permission. With your permission, which you may withdraw, we may identify you as a customer.

Open source and third-party components. The Services include components under their own licenses, listed in the Documentation; those licenses apply to those components.

9. Third-party services and integrations

The Services connect to third-party systems you choose (CRMs, payroll and HR platforms, email, calendars, e-signature, payment, government data sources). Those services are governed by their own terms and privacy practices. By connecting one, you authorize us to exchange Customer Data with it as needed for the integration. We are not responsible for third-party services, their availability, their data, or changes they make that break an integration, and we may suspend an integration that becomes unavailable, unsafe or unsupported.

If we refer you to a partner (for example an attorney, insurance carrier or benefits provider), the partner is independent, sets its own terms and fees, and is not our agent. We make no warranty about any partner and are not responsible for its work.

10. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and share it only with employees, Affiliates, advisors and subprocessors who need it and are bound by comparable duties. "Confidential Information" means non-public information marked or reasonably understood as confidential, including our pricing, roadmap, rule libraries and security details and your Customer Data and business information. It excludes information that is public without breach, independently developed, or lawfully received from a third party. A party may disclose Confidential Information when legally compelled, with notice where lawful. These duties last three years after the term ends, and for Customer Data and trade secrets as long as they remain confidential.

11. Warranties and disclaimers

Our limited warranty. We warrant that the paid Services will perform materially as described in the Documentation. Your sole remedy for breach is that we will use reasonable efforts to fix the problem, and if we cannot within 30 days of your written notice, you may terminate the affected subscription and receive a refund of prepaid fees for the unused term.

Mutual. Each party warrants that it has authority to enter these Terms.

DISCLAIMER. EXCEPT AS STATED ABOVE, THE SERVICES, DOCUMENTATION, OUTPUT, DATA AND EVALUATION SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, HALO IQ AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENCY AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT OUTPUT IS CORRECT, CURRENT OR COMPLETE, THAT IT COMPLIES WITH ANY LAW, OR THAT IT IS SUITABLE FOR YOUR SITUATION. WE DO NOT WARRANT RESULTS. STATEMENTS ABOUT VERIFICATION, EVIDENCE LEVELS OR SOURCES DESCRIBE OUR PROCESS AND ARE NOT WARRANTIES. SOME JURISDICTIONS LIMIT DISCLAIMERS; IN THAT CASE THEY APPLY TO THE MAXIMUM EXTENT PERMITTED.

12. Indemnification

By you. You will defend HALO IQ, its Affiliates and their officers, directors, employees and agents against any third-party claim, investigation or demand, and pay resulting damages, penalties, settlements and reasonable attorneys' fees, arising from: (a) Customer Data or your Client Companies' data; (b) your or your Authorized Users' or Client Companies' use of the Services or Output, including any employment, wage-and-hour, PAGA, discrimination, privacy or insurance claim by an employee, applicant, Client Company, carrier, agency or other person; (c) your handbooks, policies, pricing, proposals, filings and employment decisions; (d) your breach of these Terms or of law; and (e) any claim that you needed professional advice you did not obtain.

By us. We will defend you against a third-party claim that the Services, as provided by us and used as permitted, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and pay resulting damages and costs finally awarded or agreed in settlement. We have no obligation for claims arising from Customer Data, Output content, third-party services, your modifications, use after we told you to stop, or combinations with things we did not supply. If a claim arises or seems likely, we may procure the right for you to continue, modify the Services to be non-infringing, or terminate the affected Services and refund prepaid unused fees. This section states our entire liability for infringement.

Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defense and settlement (no settlement may admit fault or impose obligations on the indemnified party without its consent), and reasonably cooperate at the indemnifying party's expense.

13. Limitation of liability

EXCLUDED DAMAGES. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITY, OR FOR FINES, PENALTIES, BACK PAY, WAGE-AND-HOUR OR PAGA EXPOSURE, INSURANCE PREMIUM DIFFERENCES, OR THE COST OF SUBSTITUTE SERVICES OR PROFESSIONAL ADVICE, HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

CAP. TO THE FULLEST EXTENT THE LAW ALLOWS, HALO IQ'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES YOU PAID TO HALO IQ FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT, OR $100 IF YOU PAID NO FEES (FREE TIERS AND EVALUATION SERVICES).

Exceptions. The exclusions and cap do not limit a party's liability for its indemnification obligations, for breach of section 10 (Confidentiality), for your payment obligations, for your breach of section 7, or for a party's fraud, gross negligence or willful misconduct, or any liability that cannot be limited by law.

Basis of the bargain. These limits allocate risk and are reflected in our fees. They apply even if a remedy fails of its essential purpose. Any claim must be brought within one year after it accrues.

California notice. If you are a California resident, you waive California Civil Code section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." This waiver applies only to releases you give under these Terms.

14. Term, termination and data return

These Terms apply from your first acceptance until every subscription has ended and your account is closed. Subscriptions run for the term in the Order and renew under section 4.

Termination for cause. Either party may terminate on 30 days' written notice if the other materially breaches and does not cure within that period. We may terminate immediately for breach of sections 4 (non-payment after suspension), 7 or 10, or if you become insolvent.

Termination for convenience. You may cancel a subscription at any time, effective at the end of the current prepaid term; no refund for the remainder. We may terminate a free tier or Evaluation Service at any time.

Effect. On termination your rights to the Services end, fees accrued remain due, and we make Customer Data and Output available for export for 30 days, after which section 5 applies. Sections 1, 5 (as to retention and the license to de-identified data), 6, 8, 10 through 17, and any other provision that by its nature should survive, survive.

15. Dispute resolution, arbitration, class waiver and governing law

Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing a claim, a party must send written notice describing the dispute to the other party's notice address and allow 60 days to resolve it informally.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be settled by binding arbitration administered by JAMS under its commercial rules, by one arbitrator, in Kern County, California, or by video. The Federal Arbitration Act governs this section. The arbitrator may award any relief a court could award to the individual party, and judgment on the award may be entered in any court. Either party may instead bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or Confidential Information.

Class action waiver. Claims may be brought only in a party's individual capacity, not as a plaintiff or class member in any purported class, collective or representative proceeding, and the arbitrator may not consolidate claims of different parties. If this waiver is found unenforceable for a claim, that claim will proceed in court, not arbitration, and the rest of this section remains in effect.

Opt-out. You may opt out of this arbitration agreement by sending written notice to the address in section 17 within 30 days after first accepting these Terms. Opting out does not affect any other term.

Court venue. For any claim not subject to arbitration, the state and federal courts in Kern County, California have exclusive jurisdiction, and each party consents to it. EACH PARTY WAIVES A JURY TRIAL TO THE EXTENT THE LAW ALLOWS.

Fees. Each party bears its own fees and costs, except that the arbitrator or court may award fees to the prevailing party where the law or these Terms allow.

16. General terms

• Entire agreement. These Terms, the Order, the Data Processing Addendum and the Privacy Policy are the entire agreement on their subject and replace prior agreements and representations. Terms on your purchase orders or portals do not apply, even if we sign or acknowledge them.
• Order of precedence. A signed Order, then these Terms, then the Documentation.
• Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets that assumes them. We may assign to an Affiliate or successor. Any other assignment is void.
• Independent contractors. The parties are independent contractors; no partnership, agency, joint venture or fiduciary relationship is created.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.
• Export and sanctions. You will comply with U.S. export control and sanctions laws and will not use the Services from an embargoed country or for a prohibited end use.
• Government users. The Services are commercial computer software and documentation; U.S. government rights are limited to those granted to all customers.
• Severability. If a provision is unenforceable, it is modified to the minimum extent needed, and the rest remains in effect.
• Waiver. A failure to enforce a provision is not a waiver.
• Equitable relief. Breach of sections 7, 8 or 10 may cause irreparable harm, and the non-breaching party may seek injunctive relief without posting a bond.
• No third-party beneficiaries. Except the indemnified persons in section 12, there are none; Client Companies and employees have no rights under these Terms.
• Interpretation. "Including" means "including without limitation." Headings are for convenience.
• Counterparts and e-signature. Orders may be signed electronically and in counterparts.
• Language. These Terms are in English; translations are for convenience only.

17. Notices and changes to these Terms

Notices to us: Halo IQ LLC, Attn: Legal, 136 Allen Road, Bakersfield, California 93314; legal@haloiq.ai. Notices to you: the email on your account or an in-product notice. Notices are effective when sent by email (with no bounce) or when posted in the product, except notices of breach or termination, which also require email.

Changes. We may update these Terms. For material changes we will give at least 30 days' notice by email or in the product before they take effect, and the current version with its effective date is always at https://handbookiq.ai/legal/terms. Changes do not apply retroactively. If you do not agree, you may cancel before the effective date and receive a refund of prepaid fees for the unused term; continued use after the effective date is acceptance. Changes required by law or to add a new feature may take effect immediately.

Effective date: January 1, 2026. Version 1.0.