1. Acceptance of Terms

By accessing or using the HALO IQ platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service.

These Terms constitute a legally binding agreement between you (either an individual or a single entity, "Customer" or "you") and HALO IQ LLC ("HALO IQ," "we," "us," or "our").

2. Description of Service

HALO IQ provides a software-as-a-service (SaaS) platform for workers' compensation risk assessment, business intelligence analysis, and proposal generation ("Platform"). The Service enables authorized users to collect business data, generate risk assessments, create client proposals, and manage workflows related to workers' compensation insurance advisory services.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an account by providing accurate, current, and complete information. You agree to update your information promptly if it changes.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3.3 Organizational Accounts

If you register on behalf of an organization, you represent that you have authority to bind that organization to these Terms. Your organization will be responsible for all activities conducted through the account.

4. Subscription and Payment

4.1 Subscription Plans

HALO IQ offers seat-based subscription plans with varying features and capabilities. Your subscription grants you access to the Service during the subscription term.

4.2 Free Trial

We may offer a free trial period for new customers. No credit card is required for trial accounts. Trial accounts may have limited features or usage restrictions. We reserve the right to terminate trial accounts at any time.

4.3 Billing and Payment

For paid subscriptions, you agree to pay all fees according to the pricing and payment terms presented to you. All fees are non-refundable except as required by law or as explicitly stated in these Terms.

4.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. We will charge your payment method on file for the renewal.

5. Acceptable Use

5.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service only for conducting legitimate business operations related to workers' compensation advisory services.

5.2 Prohibited Activities

You agree not to:

• Violate any applicable laws or regulations
• Infringe upon or violate our intellectual property rights or the intellectual property rights of others
• Transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Service or related systems
• Use the Service to transmit spam, phishing attempts, or unsolicited communications
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to store or transmit infringing, libelous, or otherwise unlawful material
• Interfere with or disrupt the integrity or performance of the Service
• Resell, sublicense, or otherwise commercialize access to the Service without our prior written consent

6. Data and Privacy

6.1 Customer Data

You retain all rights to the data you submit to the Service ("Customer Data"). You grant us a limited license to use, store, and process Customer Data solely to provide the Service to you.

6.2 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

6.3 Data Security

We implement reasonable security measures to protect Customer Data. However, no method of transmission over the internet or electronic storage is 100% secure. You acknowledge that you provide Customer Data at your own risk.

6.4 Data Processing Agreement

To the extent we process personal information on your behalf, our Data Processing Agreement (DPA) applies and is incorporated into these Terms by reference.

7. Intellectual Property

7.1 Our Rights

The Service, including all software, text, graphics, logos, and other content (excluding Customer Data), is owned by HALO IQ and is protected by copyright, trademark, and other intellectual property laws. We reserve all rights not expressly granted in these Terms.

7.2 License to Use Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term.

7.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us an unlimited, irrevocable, perpetual, royalty-free license to use such feedback without any obligation to you.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to third parties without prior written consent, except as required by law.

9. Warranties and Disclaimers

9.1 Service Availability

We strive to maintain Service availability but do not guarantee uninterrupted or error-free operation. We may suspend or terminate the Service for maintenance, updates, or other reasons at any time.

9.2 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

9.3 Not Insurance or Legal Advice

HALO IQ is a software platform and does not provide insurance, legal, or professional advice. The assessments, scores, and recommendations generated by the Service are for informational purposes only and should not be relied upon as the sole basis for business decisions. You should consult with qualified professionals as appropriate.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HALO IQ, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Service
• Any conduct or content of any third party on the Service
• Unauthorized access, use, or alteration of your transmissions or content

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

11. Indemnification

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

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your Customer Data

12. Term and Termination

12.1 Term

These Terms commence when you accept them and continue until terminated by either party.

12.2 Termination by You

You may terminate your account at any time by contacting us at info@haloiq.ai. Termination does not relieve you of any payment obligations for the current billing period.

12.3 Termination by Us

We may suspend or terminate your account immediately if you violate these Terms, fail to pay fees when due, or if we discontinue the Service. We will provide reasonable notice when practicable.

12.4 Effect of Termination

Upon termination, your right to use the Service immediately ceases. We may delete your Customer Data after a reasonable period following termination. You should export any Customer Data you wish to retain before termination.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through the Service. Your continued use of the Service after such notice constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of law provisions.

14.2 Arbitration

Any dispute arising from or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Kern County, California. Each party shall bear its own costs of arbitration.

14.3 Class Action Waiver

You agree that any arbitration or proceeding shall be conducted on an individual basis and not as a class action, consolidated action, or representative action.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and DPA, constitute the entire agreement between you and HALO IQ regarding the Service and supersede all prior agreements.

15.2 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

15.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full effect.

15.4 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

15.5 Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, or acts of God.

16. Contact Information

If you have any questions about these Terms, please contact us at:

HALO IQ LLC
7704 Calle Cerca, Bakersfield, CA 93309
Email: info@haloiq.ai