Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and HALO IQ, Inc. ("HALO IQ," "we," "our," or "us") governing your access to and use of XMOD, a Workers' Compensation intelligence platform (the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not access or use the Service.

2. Eligibility

The Service is available exclusively to:

• Licensed commercial lines insurance brokers and agents
• Authorized representatives of licensed insurance agencies and brokerages
• Other insurance professionals as approved by HALO IQ

By using the Service, you represent and warrant that you are at least 18 years old, have the legal capacity to enter into these Terms, and are authorized to access and use the Service on behalf of your organization.

3. Account Registration

To access the Service, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are being used fraudulently.

4. License and Use Rights

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes related to commercial lines insurance brokerage.

You may NOT:

• Sublicense, sell, resell, transfer, or distribute the Service or access to it
• Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service
• Copy, reproduce, or create derivative works based on the Service
• Use the Service to develop a competing product or service
• Access the Service through automated means (bots, scrapers, etc.) without our written consent
• Use the Service for any unlawful purpose or in violation of any applicable regulations
• Attempt to gain unauthorized access to any systems or networks connected to the Service

5. Your Data and Content

5.1 Ownership

You retain ownership of all data, documents, and content you upload or input into the Service ("Your Content"). We do not claim ownership of Your Content.

5.2 License to Us

By uploading Your Content, you grant us a limited license to process, store, and display Your Content solely to provide the Service to you. This license terminates when you delete Your Content or close your account.

5.3 Your Responsibilities

You are solely responsible for:

• Ensuring you have the right to upload and share Your Content
• Obtaining any necessary consents from your clients before uploading their data
• The accuracy and legality of Your Content
• Complying with all applicable laws, including privacy and data protection laws

6. Intellectual Property

The Service, including its design, features, functionality, algorithms, reports, and all related intellectual property, is owned by HALO IQ and protected by copyright, trademark, and other intellectual property laws.

"XMOD," "HALO IQ," and associated logos are trademarks of HALO IQ, Inc. You may not use our trademarks without our prior written consent.

7. Fees and Payment

Access to the Service may require payment of fees as set forth in your subscription agreement or order form. All fees are non-refundable except as expressly stated otherwise.

We reserve the right to modify pricing with reasonable notice. Continued use of the Service after price changes constitutes acceptance of new pricing.

8. Disclaimer of Warranties

We disclaim all warranties, including:

• Merchantability and fitness for a particular purpose
• Accuracy, reliability, or completeness of any data, reports, or insights
• Uninterrupted, error-free, or secure access to the Service
• That the Service will meet your specific requirements

Important: XMOD provides analytical tools and insights based on data you provide. XMOD is not a substitute for professional underwriting judgment, actuarial analysis, or legal advice. All decisions regarding insurance policies, pricing, and risk remain your responsibility.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• HALO IQ shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.
• Our total liability for any claims arising from or related to the Service shall not exceed the fees you paid to us in the twelve (12) months preceding the claim.
• These limitations apply regardless of the legal theory (contract, tort, strict liability, or otherwise).

10. Indemnification

You agree to indemnify, defend, and hold harmless HALO IQ and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms; or (d) your violation of any rights of a third party.

11. Termination

Either party may terminate this agreement at any time. We may suspend or terminate your access immediately if you violate these Terms or engage in conduct that we determine, in our sole discretion, may harm the Service or other users.

Upon termination, your right to access the Service ceases immediately. Provisions that by their nature should survive termination (including intellectual property, disclaimers, limitations of liability, and indemnification) shall survive.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms and updating the "Last updated" date. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising from these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against HALO IQ.

14. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any order forms, constitute the entire agreement between you and HALO IQ.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver: Failure to enforce any right or provision does not constitute a waiver.
• Assignment: You may not assign these Terms without our written consent. We may assign our rights freely.
• Force Majeure: We are not liable for delays or failures due to circumstances beyond our reasonable control.

15. Contact Information

For questions about these Terms, please contact us: