Terms of Service

1. Definitions

2. Account Registration and Eligibility

2.1 Eligibility

To use the Services, you must: (a) be at least 18 years old; (b) have the legal authority to enter into these Terms; (c) represent a legally formed business entity, or act within the scope of your employment by a Customer; and (d) not be barred from receiving the Services under U.S. or applicable foreign export-control, sanctions, or employment laws.

2.2 Account Information

You agree to:

• Provide accurate, complete, and current registration information
• Maintain and promptly update your account information
• Safeguard the confidentiality of your credentials and any API keys we issue
• Enable multi-factor authentication for accounts with elevated permissions where offered
• Accept responsibility for all activity under your account and the accounts of your Authorized Users
• Notify us immediately of any unauthorized use, credential compromise, or suspected security incident at security@engageapp.ai

2.3 Verification

We may require verification of identity, business registration, authority, or other credentials before activating an account or specific features, and we may suspend access pending that verification.

3. Beta and Preview Services

From time to time we offer beta, early access, trial, preview, or alpha features ("Beta Services"), including through our beta-access waitlist. Beta Services are provided for evaluation only.

• Beta Services are provided "AS IS" and "AS AVAILABLE," without any warranty, service-level commitment, or indemnification.
• We may modify, suspend, or discontinue any Beta Service at any time, without notice and without liability.
• Beta Services may have reduced or different security, reliability, privacy, or availability characteristics than generally available Services.
• Customer should not use Beta Services in production or with live worker or payroll data unless expressly authorized by us in writing.
• Feedback provided about Beta Services is governed by Section 13.3.

If Beta Services become generally available, continued use will be governed by the then-current Order Form and these Terms.

4. Subscription and Payment Terms

4.1 Subscription Plans

Access to the Services is provided on a subscription basis as specified in the Order Form. Different plans may include different features, user limits, worker counts, API quotas, support tiers, and service levels.

4.2 Fees and Payment

• Fees are due in advance according to the billing frequency in the Order Form (monthly or annual unless otherwise stated)
• All fees are non-cancelable and non-refundable, except as expressly required by these Terms or applicable law
• Customer is responsible for all taxes, duties, VAT, and government charges related to the Services, excluding taxes on our net income
• Late payments accrue interest at 1.5% per month, or the maximum permitted by law, whichever is lower
• Customer authorizes us and our payment processors to charge the payment method on file for recurring fees, overage usage, add-ons, and taxes
• We may suspend access to the Services for accounts that remain past due beyond 15 days after written notice
• Customer is responsible for disputing charges in good faith within 30 days of the invoice date; uncontested amounts are deemed accepted

4.3 Fee Changes

We may change subscription fees with at least thirty (30) days' prior notice. Fee changes take effect at the start of the next Renewal Term. Pricing for increased usage, overage, or add-ons takes effect when incurred.

4.4 Automatic Renewal

Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the then-current term expires. Renewal fees will be at our then-current list price unless otherwise agreed in writing.

4.5 Payment Processing and EOR Flow-Through Costs

Payroll, benefits, tax-withholding, and related amounts that we collect on behalf of Customer and remit to third parties (including EOR partners, payroll providers, and tax authorities) are flow-through costs separate from platform fees. Customer remains responsible for the sufficiency and timeliness of funds required to meet those obligations.

5. Acceptable Use

5.1 Grant of License

Subject to these Terms and the Order Form, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for Customer's internal business operations.

5.2 Prohibited Conduct

Customer and its Authorized Users will not, and will not permit any third party to:

• Use the Services in violation of applicable law or in a manner that infringes the rights of any third party
• Reverse engineer, decompile, disassemble, or attempt to derive source code from any part of the Services, except to the extent expressly permitted by law
• Copy, modify, translate, or create derivative works of the Services or Documentation
• Rent, lease, sublicense, sell, resell, or offer the Services as a commercial service bureau to third parties, except as expressly authorized
• Access or use the Services to build a competitive product or service, or to benchmark for a competitor
• Interfere with or disrupt the integrity, security, or performance of the Services, or any servers, networks, or data connected to the Services
• Probe, scan, or test the vulnerability of the Services except under our written Responsible Disclosure or Bug Bounty program
• Upload viruses, malware, ransomware, or other malicious code
• Bypass, disable, or circumvent access controls, rate limits, or usage measurements
• Use the Services to send unsolicited commercial communications or spam
• Upload or process content that is defamatory, obscene, threatening, harassing, discriminatory, or otherwise unlawful
• Use the Services to collect or process Personal Data without a lawful basis and any required notice and consent
• Remove, alter, or obscure our proprietary notices, trademarks, or branding
• Share login credentials with unauthorized users or allow more individuals than licensed to use the Services

5.3 Responsibility for Authorized Users

Customer is responsible for its Authorized Users' compliance with these Terms, for the accuracy of Customer Data, and for the actions and omissions of any person using Customer's account or credentials.

5.4 Suspension

We may suspend Customer's or any Authorized User's access without prior notice if we reasonably believe (a) the Services are being used in violation of these Terms or in a way that threatens the security, integrity, or availability of the Services; (b) a legal or regulatory requirement compels suspension; or (c) Customer is more than 15 days past due. We will restore access once the issue is resolved.

6. AI Features

The Services include AI Features, including AI-assisted candidate screening, resume matching, classification review, receipt OCR, timecard anomaly detection, AI chat support, and similar tools. AI Features assist human decision-makers and are not intended to make consequential decisions without human oversight.

• No guaranteed accuracy. AI outputs can be incomplete, incorrect, biased, or inconsistent. Customer must independently verify outputs before relying on them and must not treat AI outputs as legal, tax, accounting, immigration, or HR advice.
• Human review required. Customer is responsible for maintaining meaningful human review and final approval of hiring, classification, payment, compliance, and other material decisions.
• Customer Data in prompts. Customer is responsible for what it submits to AI Features and must not submit Customer Data for which it lacks a lawful basis to process.
• Model providers. We use both proprietary and third-party AI model providers under contractual restrictions. We do not permit providers to train foundation models on identifiable Customer Data submitted through AI Features.
• No warranty. AI Features are provided on the same "AS IS" basis as the rest of the Services, with the additional disclaimers in this Section.
• Regulatory compliance. Customer is responsible for determining whether its use of AI Features complies with laws applicable to Customer, including the EU AI Act, Colorado AI Act, New York City Local Law 144 (AEDT), Illinois AI Video Interview Act, and similar regulations.

7. Professional Advice Disclaimer

Engage is a software platform. We are not a law firm, accounting firm, tax advisor, HR consultancy, immigration practitioner, payroll administrator, or employer of record except where expressly engaged in that capacity under a separate written agreement. Content produced by the Services — including AI outputs, classification suggestions, compliance-check results, template documents, and analytics — does not constitute legal, tax, accounting, immigration, benefits, or HR advice, and is not a substitute for independent professional advice. Customer is responsible for obtaining qualified professional advice before acting on any output of the Services.

8. Worker Classification and Workforce Decisions

The Services include tools that help Customer evaluate worker classification (for example, W-2 employee vs. 1099 contractor), manage onboarding workflows, and document engagements. These tools are informational aids only.

• Customer is the decision-maker. Customer is solely responsible for determining how to classify, engage, pay, and terminate its workers, and for complying with applicable federal, state, local, and foreign employment, labor, wage-and-hour, tax, benefits, and immigration laws.
• No legal determination. No output of the Services — including compliance scores, classification flags, checklists, or AI assessments — constitutes a legal determination of worker status under the IRS, U.S. Department of Labor, any state agency, or any foreign authority.
• Records and payroll. Customer is responsible for the accuracy of time records, rates, hours worked, expense reimbursements, deductions, and tax withholdings, regardless of whether the underlying data is collected through the Services.
• Background checks and screening. Where the Services facilitate background checks, drug screening, or right-to-work verification, Customer is responsible for compliance with the Fair Credit Reporting Act, state and local ban-the-box laws, disclosure and authorization requirements, adverse-action procedures, and similar laws. The Services are a facilitation tool and not a consumer reporting agency under the FCRA.

9. Employer of Record and Contingent Workforce Services

Certain components of the Services, including our EOR, International EOR, and VMS modules, may involve third-party EOR vendors, staffing suppliers, or partner entities (each a "Workforce Partner").

• Engage is not the employer of record for any Worker unless expressly identified as such in a separate written agreement.
• Workforce Partners operate under their own agreements with Customer and/or with HQ Simple and are solely responsible for their employment, payroll, tax-withholding, and benefits obligations within their respective jurisdictions.
• Customer authorizes us to share information with Workforce Partners as reasonably necessary to facilitate the requested services.
• Availability of EOR services in specific countries or states depends on current Workforce Partner coverage and may change from time to time.
• Customer is responsible for accurate job descriptions, compensation, work authorization, and project location. Misrepresentation of these details may result in service delays, increased costs, or termination of an engagement.

10. Third-Party Services and Integrations

The Services may integrate with or link to third-party products, including HRIS systems, payroll providers, e-signature tools, accounting and ERP systems, background-check vendors, identity providers, communication tools, and payment processors ("Third-Party Services"). Third-Party Services are provided by independent providers under separate terms and privacy policies. We do not control and are not responsible for Third-Party Services. Enabling a Third-Party Service authorizes Engage to exchange Customer Data with that provider as configured. Customer is responsible for maintaining any required subscriptions, credentials, and compliance with each provider's terms. If a Third-Party Service becomes unavailable or changes its interface, we may modify, limit, or discontinue the related integration without liability.

11. API Access

Where we provide APIs, SDKs, or webhooks (collectively, "APIs"), Customer may use them solely for permitted purposes in accordance with the Documentation and these Terms. Customer will:

• Use only the API keys we issue and keep them confidential
• Respect rate limits and other technical constraints, and not circumvent them
• Not use APIs to reconstitute or resell the Services, or to create a competing product
• Comply with our published acceptable-use guidelines for APIs
• Maintain reasonable logging and error handling in any integration built against our APIs

We may change, deprecate, or remove API endpoints and features with reasonable notice. We are not responsible for Customer's failure to adapt to documented API changes.

12. Intellectual Property

12.1 Our Intellectual Property

As between the parties, we and our licensors own all right, title, and interest in and to the Services, the Documentation, Service Data, AI models and weights we develop, our trademarks, and all related Intellectual Property Rights. No rights are granted except as expressly stated in these Terms. Customer grants HQ Simple a limited, non-exclusive, royalty-free, worldwide license to use Customer's name and logo to identify Customer as a user of the Services in customer lists, on the HQ Simple website, and in select sales and marketing materials, subject to any reasonable trademark-usage guidelines Customer provides in writing.

12.2 Customer Data

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants HQ Simple a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and support the Services, prevent or address technical or security issues, and comply with legal obligations.

12.3 Service Data and Aggregated Data

We may generate, use, and retain Service Data and aggregated or de-identified data derived from the operation of the Services to operate, secure, analyze, improve, and develop our products, provided such data does not identify Customer or any individual.

12.4 Third-Party Components

The Services may include open-source or other third-party components provided under separate license terms, which are incorporated by reference and made available through the Documentation on request.

13. Customer Responsibilities and Feedback

13.1 Customer Data Obligations

Customer represents and warrants that:

• It has all rights, consents, and lawful bases required to submit Customer Data to the Services and to authorize our processing of it
• Customer Data will not infringe any third-party rights or violate any law
• It will provide required notices to Workers and obtain any consents required for workforce data (including any biometric, geolocation, or sensitive data)
• It will maintain appropriate back-ups of Customer Data that Customer considers critical, independent of our systems

13.2 Privacy and Data Protection

Our processing of Personal Data is governed by our Privacy Policyand, where applicable, our Data Processing Addendum, available on request. To the extent we process Personal Data on Customer's behalf as a processor or service provider, we will do so in accordance with those documents and applicable privacy laws.

13.3 Feedback

If Customer or its Authorized Users provide feedback, suggestions, or ideas about the Services ("Feedback"), Customer grants HQ Simple a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, and exploit the Feedback for any purpose, without any obligation or compensation.

14. Confidentiality

"Confidential Information" means non-public information disclosed by a party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential. Our Confidential Information includes the Services, Documentation, pricing, and security materials. Customer's Confidential Information includes Customer Data.

Recipient will:

• Use Confidential Information only to exercise its rights and perform its obligations under these Terms
• Protect Confidential Information with at least the same degree of care it uses for its own similar information, and no less than a reasonable standard of care
• Limit access to personnel and advisors with a need to know and who are bound by confidentiality obligations
• Not disclose Confidential Information to third parties except as expressly permitted

Confidential Information excludes information that is publicly available without breach, was already known to Recipient without a duty of confidentiality, was independently developed, or is rightfully received from a third party. Recipient may disclose Confidential Information to the extent required by law or court order, provided it gives reasonable prior notice where legally permitted.

15. Security

We maintain an information-security program appropriate to the sensitivity of Customer Data, consistent with industry-recognized standards such as SOC 2. A summary of our safeguards is available in our security overview and the Privacy Policy. Customer is responsible for configuring access controls, permissions, MFA, and password hygiene for its Authorized Users and for reporting suspected incidents to security@engageapp.ai.

16. Service Levels and Support

16.1 Availability

We target availability of 99.5% per calendar month for the production Services, excluding scheduled maintenance, emergency maintenance, force-majeure events, Third-Party Service outages outside our reasonable control, and Beta Services. Specific service-level commitments and credits, if any, are as stated in the applicable Order Form or SLA.

16.2 Maintenance

We may perform scheduled maintenance with reasonable advance notice and emergency maintenance as needed to protect the security, integrity, or availability of the Services.

16.3 Support

Support is provided according to the tier specified in the Order Form. Support hours, response times, and channels vary by plan. We may periodically update our support policies.

17. Modifications to the Services

We continuously improve the Services and may add, change, deprecate, or remove features at our discretion. We will not make changes during a paid Subscription Term that materially reduce the core functionality of the Services as described in the then-current Documentation without providing reasonable notice. Deprecation of individual features or APIs is not, by itself, a material reduction in core functionality. If we make a change that has a material adverse impact on Customer's use of the Services and we cannot provide a substantially equivalent alternative within 30 days of written notice, Customer may terminate the affected Services and receive a pro rata refund of prepaid, unused fees for that component as its sole and exclusive remedy.

18. Electronic Signatures and Communications

Customer consents to receive electronically all communications, agreements, notices, disclosures, and other records that we are required to provide in writing, including under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and similar state laws. Customer agrees that electronic signatures, including those captured through the Services or third-party e-signature providers, have the same legal effect as handwritten signatures. Customer may withdraw consent to electronic records by ceasing use of the Services.

19. Warranties and Disclaimers

19.1 Limited Warranty

We warrant that during a paid Subscription Term the production Services will perform materially as described in the Documentation. As Customer's sole remedy and our entire liability for breach of this warranty, we will use commercially reasonable efforts to correct the non-conforming Services, and if we cannot do so within a reasonable time, terminate the affected Services and refund prepaid, unused fees for the non-conforming portion.

19.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 20.1, THE SERVICES, AI FEATURES, BETA SERVICES, APIs, DOCUMENTATION, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, SECURE, OR NOT LOST.

20. Limitation of Liability

20.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO HQ SIMPLE FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

20.3 Exceptions

The limitations in Sections 20.1 and 20.2 do not apply to: (a) Customer's payment obligations; (b) a party's indemnification obligations under Section 21; (c) either party's infringement or misappropriation of the other's Intellectual Property Rights; (d) breach of Section 14 (Confidentiality); (e) Customer's breach of Section 5 (Acceptable Use); or (f) liabilities that cannot be limited under applicable law.

20.4 Basis of the Bargain

The parties agree the allocations of liability in this Section reflect the negotiated allocation of risk and the economic basis of the bargain, and will apply even if any limited remedy fails of its essential purpose.

21. Indemnification

21.1 By Customer

Customer will defend, indemnify, and hold harmless HQ Simple and its Affiliates, and each of their officers, directors, employees, and agents, from and against any third-party claim, loss, damage, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data; (b) Customer's or its Authorized Users' use of the Services in breach of these Terms; (c) violation of applicable law by Customer or its Authorized Users, including employment, wage-and-hour, tax, or privacy laws; (d) worker-classification decisions or employment-related disputes brought by or on behalf of any Worker; or (e) Customer's or its Authorized Users' gross negligence or willful misconduct.

21.2 By HQ Simple

HQ Simple will defend Customer from and against any third-party claim that Customer's authorized use of the Services infringes a valid U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay amounts finally awarded against Customer (or agreed in settlement) for that claim.

This obligation does not apply to the extent a claim arises from:

• Customer Data
• Modifications to the Services not made by HQ Simple
• Combinations of the Services with other products or data not provided by HQ Simple, where the claim would not have arisen but for the combination
• Use of the Services after HQ Simple notifies Customer to stop due to an infringement claim
• Beta Services or free-of-charge features

If the Services are, or in HQ Simple's opinion are likely to become, the subject of an infringement claim, HQ Simple may, at its option: (i) modify the Services to be non-infringing; (ii) obtain a license to continue use; or (iii) terminate the affected Services and refund prepaid, unused fees for the period after termination.

21.3 Procedure

The party seeking indemnification must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (except that the indemnifying party may not settle in a way that imposes any obligation or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense. This Section states each party's exclusive remedy for third-party intellectual-property infringement claims.

22. Term, Termination, and Suspension

22.1 Term

These Terms are effective on the earlier of Customer's acceptance or first use of the Services and continue until the Subscription Term expires or these Terms are terminated.

22.2 Termination for Cause

Either party may terminate these Terms for cause upon written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days after receiving written notice of the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition for bankruptcy that is not dismissed within 60 days, or ceases to do business in the ordinary course; or (c) breaches Section 5 (Acceptable Use), Section 14 (Confidentiality), or any law that creates a material risk to the other party.

22.3 Termination by HQ Simple for Legal or Safety Reasons

HQ Simple may suspend or terminate the Services immediately if required to do so by law, regulatory order, or sanctions authority, or to prevent ongoing harm to the Services or third parties. We will restore or continue the Services to the extent practicable and consistent with the cause.

22.4 Effect of Termination

Upon expiration or termination:

• All rights and access to the Services granted to Customer will cease
• Customer will pay all amounts accrued through the effective date of termination
• Each party will return or destroy the other's Confidential Information, except as required by law or to support records retention
• We will make Customer Data available for export in a commercially reasonable format for ninety (90) days after termination, after which we may delete Customer Data from our production systems (subject to retention in back-ups purged on regular cycles)

22.5 Survival

Sections that by their nature should survive will survive termination, including Sections 4 (unpaid amounts), 6–9 (disclaimers), 12 (Intellectual Property), 13.3 (Feedback), 14 (Confidentiality), 19 (Warranties and Disclaimers), 20 (Limitation of Liability), 21 (Indemnification), 22.4 (Effect of Termination), 25 (Dispute Resolution), 26 (Governing Law), and 27 (Miscellaneous).

23. Export Control and Sanctions

The Services are subject to U.S. export-control and sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Customer represents and warrants that: (a) Customer and its Authorized Users are not located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to comprehensive U.S. sanctions; (b) Customer is not on any U.S. government list of restricted parties; and (c) Customer will not use the Services in violation of any export-control or sanctions law.

24. Anti-Corruption and Trade Compliance

Each party represents that it will comply with all applicable anti-corruption, anti-bribery, and anti-money-laundering laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and that it has not and will not offer, promise, or give any improper payment or inducement in connection with the Services.

25. Dispute Resolution; Binding Arbitration

25.1 Informal Resolution

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days after written notice of the dispute is sent to legal@hqsimple.com (for claims against HQ Simple).

25.2 Binding Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES THAT IS NOT RESOLVED INFORMALLY WILL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY JAMS UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES, OR THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, WHICHEVER IS FIRST SELECTED BY THE CLAIMANT. THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR IN SAN DIEGO, CALIFORNIA, IN ENGLISH. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

25.3 Class-Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO RESOLVE DISPUTES ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL BE ENTITLED TO, AND EACH PARTY WAIVES ITS RIGHT TO, CONSOLIDATE CLAIMS, PARTICIPATE IN CLASS OR COLLECTIVE ACTIONS, OR HAVE CLAIMS RESOLVED IN A REPRESENTATIVE CAPACITY.

25.4 Exceptions

Either party may (a) seek injunctive or other equitable relief in a court of competent jurisdiction to protect Intellectual Property Rights or Confidential Information; (b) bring individual claims in small-claims court that qualify to be heard there; and (c) bring claims that cannot be arbitrated as a matter of law.

25.5 Opt-Out

Customer may opt out of the arbitration and class-waiver provisions of this Section by delivering written notice of opt-out to legal@hqsimple.com within thirty (30) days after first acceptance of these Terms. Opting out will not affect any other provision of these Terms.

26. Governing Law and Venue

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

For any claims not subject to arbitration under Section 25, the parties consent to exclusive personal jurisdiction and venue in the state or federal courts located in San Diego County, California.

27. Miscellaneous

27.1 Entire Agreement

These Terms, the Order Form, and documents they incorporate by reference constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, and understandings, whether written or oral. In the event of a conflict, the order of precedence is: (1) the Order Form, (2) any applicable Data Processing Addendum, and (3) these Terms, unless expressly stated otherwise in a more specific document.

27.2 Updates to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable advance notice (for example, by email or in-product notice). The updated Terms will take effect on the date stated, and continued use of the Services after that date constitutes acceptance, to the extent permitted by law. If Customer does not accept material changes, Customer may terminate the affected Services upon written notice and receive a pro rata refund of prepaid, unused fees for the affected period.

27.3 Assignment

Customer may not assign these Terms or any right or obligation under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, sale of substantially all assets, or to any Affiliate, without consent. Any purported assignment in violation of this Section is void.

27.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be reformed to reflect the parties' intent to the maximum extent permitted by law.

27.5 No Waiver

A party's failure to enforce any provision is not a waiver of its right to enforce that or any other provision later. Waivers are effective only if in writing and signed by the waiving party.

27.6 Force Majeure

Neither party is liable for any delay or failure in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, pandemics, governmental actions, internet or utility outages, or denial-of-service attacks.

27.7 Notices

Notices to HQ Simple must be sent to legal@hqsimple.comwith a copy to the address below. Notices to Customer may be sent to the email address associated with Customer's account or as otherwise specified in the Order Form. Routine operational communications may be delivered in-product.

27.8 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

27.9 Third-Party Beneficiaries

Except for HQ Simple Affiliates under the indemnification and limitation-of-liability sections, these Terms do not create any third-party beneficiary rights.

27.10 U.S. Government Users

The Services and Documentation are "commercial items," "commercial computer software," and "commercial computer software documentation" as those terms are used in FAR 2.101 and DFARS 252.227-7014. U.S. Government end users acquire the Services with only those rights set forth in these Terms.

27.11 Interpretation

Headings are for convenience and do not affect interpretation. "Including" and "such as" are non-exhaustive. References to a statute include any regulations and successor provisions.

28. Contact