Last Updated: February 1st, 2024

Read these Terms of Service ("Terms" or "Terms of Service") carefully before using the www.hqsimple.com website (the “Services” or “Platform”) operated by Headquarters for Simple, Inc. ("HQ Simple", "us", "we", or "our"). For purposes of these Terms, “you” and “your” means you as a user or client of the Services. We may update these Terms by posting an updated version to our website (“Site”) here. Any other HQ Simple contract which may have a conflict, supersedes these Terms of Service.

Your access to and use of the services (the “Services”) we make available to you on the Platform is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, clients, and others who wish to access or use the Services. By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices from us electronically. If you disagree with any part of the Terms, then you do not have our permission to access or utilize the Service. If you have questions about these Terms, contact our Customer Support team by submitting a request before accessing the Services.

If you are accessing or using the Services on behalf of a business or other legal entity (“Business”), (i) you represent that you are authorized to enter into, and bind the Business to these Terms and register for the Services; and (ii) the Business is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents, associates, or contractors.

SECTION 24 ALSO INCLUDES YOUR WAIVER TO CONSOLIDATED OR CLASS ACTIONS AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION. PLEASE READ IT CAREFULLY AND ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.

1. Overview.

HQ Simple enables businesses to engage and manage high-touch relationships with local and international workers, contingent workers, temporary employees, associates, and independent contractors (“Associates”). You may register to the Platform as either a “Associate” or “Client”. Depending on the designation of your account, different Services may be available to you.

Employer of Record (“EoR”) or Payrolling Services

Clients use HQ Simple to seamlessly employ associates already sourced and/or identified. HQ Simple provides all legal employer services from onboarding, wage and hour compliance, benefits administration, and compliance with local, state, and federal employment laws. 

EoR Plus Sourcing

Engage a team of professional recruiters to help source / pipeline the right candidate(s) for your open positions and then utilize HQ Simple’s EoR services for employing those associates.

Contractor Compliance and Management Services

Safely engage independent contractors or 1099s by processing them through HQ Simple. If our team finds them to be qualified 1099s by state and federal guidelines, HQ Simple can facilitate ongoing compliance and payments. If they are not a true 1099 by state or federal guidelines, you can still engage the resource by using HQ Simple’s EoR services.

Consultant Services

Clients may also use HQ Simple’s workforce consultants (“Consultants”) for the provision to Client’s human resources, talent acquisition, and contingent workforce related services (“Consultant Services”). The receipt of any Consultant Services is subject to the execution of a separate agreement between the Client and HQ Simple as set forth on the HQ Simple Platform (“Consultant Services Agreement”). In the event of a conflict between the Consultant Services Agreement and these Terms, the provisions of the Consultant Services Agreement shall prevail.

 

2. Definitions.

Capitalized terms in these Terms of Service are defined as follows:

“Account” is an account to access and use the Platform in accordance with the terms hereof.

“Administrator” are Users with authority to, on behalf of a Business, apply for an Account, access the Services, manage an Account, and otherwise act on behalf of the Business.

“Associates” are Users who are employed or paid by HQ Simple for their assignments at Client.

“Clients” are Users who use the Services to onboard Associates, perform due diligence, generate and execute Contracts, make payments to Associates for their services and/or in connection with the receipt of any Consultant Services.

“Contracts” are the legally binding documents executed by Clients and Associates using the Platform’s Contract generation tool that describes the services to be provided by the Associate, payment terms, and other information regarding the legal relationship between a Client and a Associate.

“Associates” are Users who offer and perform services to Clients as described in Contracts and who receive payments from Clients through the Platform.

“HQ Simple EoR Partners” are third parties engaging with Consultants as an employer of record in connection with the provision of Consultant Services. It may also include direct EoR services by HQ Simple.

“Disputes” are disagreements between a Client and a Associate regarding performance of, or payment for the services described in a Contract.

“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Clients and settlement of funds to Associates as part of the Management Services.

“Funds” are the funds payable to Associates for the services described in a Contract.

“Management Services” are any Client Management Services or Associate Management Services.

“Users” are Clients, Associates, Administrators, and any other person authorized to access an Account.

 

3. Eligibility.

We make the Platform and the Services available to Users 18 years of age or older. If you are not 18, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. HQ Simple may refuse to provide an Account for any individual or entity at its sole discretion.

 

4. HQ Simple Accounts.

4.1. Applying for an Account. In order to access and use the Services, you will be required to create an account. To apply for an Account, you must provide your full legal name, a valid email address, your social security number, EIN, TIN, legal address and any other required information to complete the sign-up process, as requested by HQ Simple. If you are applying for an Account on behalf of a Business, you may also be required to provide a business address, business ownership details, the nature of the business and other business information that we may request. We will use this information to permit HQ Simple and its financial partners to conduct due diligence on you prior to opening an Account, and throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy (“Privacy Policy”). If you do not agree to the terms of our Privacy Policy, do not apply for an Account. If you are applying for an Account on behalf of a Business, you must specify at least one Administrator. You are liable for any actions of your Administrator, and for any other person with access to your credentials or your Account. If you are an Administrator, you represent and warrant that you have the authority to apply for and to manage your Business’ Account.

4.2. Account Security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device and all activity on your Account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. HQ Simple will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold HQ Simple harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via email at support@hqsimple.com that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.

 

5. Use of Services.

Subject to these Terms and the terms of any Consultant Services Agreement, as applicable, HQ Simple allows you to access and use the Platform and/or Services on a non-exclusive basis solely for your or the Business’, as applicable, internal business purposes. HQ Simple may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.

Use of and access to the Platform and/or Services is void where prohibited by law. By using the Services, you (where relevant on behalf of the applicable Business) represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (d) will not add any Personal Data (as defined in the DPA) of any third-party (“Third-Party“) to the Services, without the prior consent of the applicable Third-Party, and shall ensure that a record of such consents is maintained, all as required under applicable law; and (e) you shall comply with applicable laws, regulations, guidelines, these Terms and any Consultant Services Agreement throughout your use of the Platform and/or Services.

 

6. Content.

Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing. HQ Simple allows you to upload certain content including but not limited to documents, text and other data on or through the Services, referred to herein as “User Content”.

EXCEPT AS EXPRESSLY SET FORTH IN ANY CONSULTANT SERVICES AGREEMENT, HQ Simple DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.

HQ Simple may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that HQ Simple reserves the right to treat User Content as content stored at the direction of users for which HQ Simple will not exercise editorial control except when violations are directly brought to HQ Simple’s attention.

You understand that HQ Simple is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Users must agree to these Terms, it is possible that other Users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.

It is also possible for others to obtain Personal Data about you due to your use of the Platform, including through any User Content that you make available through your account. Anyone receiving or viewing User Content you share with other Users may use information you provided through such User Content for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose on the Platform or through any User Content by any third party. By making any information available through the Platform you acknowledge that you understand and have agreed to such risks.

 

7. Restrictions.

7.1 User Content Restrictions. HQ Simple has no obligation to accept, display, or maintain any User Content. Moreover, HQ Simple reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content.

Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content to the Platform and/or Services or act in any way that: (i) restricts or inhibits use of the Services; (ii) imposes an unreasonably or disproportionately large load on our infrastructure; (iii) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (v) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (vi) does not comply with all applicable laws, rules and regulations; or (vii) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.

7.2. Use Restrictions. You may not use the Platform and/or Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.

Further, you may not (i) use the Platform and/or Services to solicit or provide services involving or related to any of the Prohibited User Activities set forth in the Prohibited Activity List; or (ii) do or attempt to do any of the Prohibited Uses set forth in the Prohibited Activities List. If we suspect or determine that you are using the Services in any many related to any Prohibited User Activities and/or Prohibited Uses, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action.

 

8. Data Protection.

You acknowledge and agree that HQ Simple may collect and process your Personal Data in connection with your receipt of the Services. HQ Simple shall process such Personal Data in accordance with HQ Simple’s Data Processing Addendum which forms an integral part of the Terms of Service.

 

9. Payments.

9.1 Payment Plans. If you are a Client, certain Services are subject to the payment of the fees to HQ Simple detailed on the HQ Simple Platform. You may access and use such Services by selecting from one of our payment plans ("Payment Plan(s)"). Payment Plan details are set forth on our Pricing Page. You hereby agree to make payment to HQ Simple of such fees detailed on the Platform in accordance with your applicable Payment Plan. If you are using our Platform in connection with Consultant Services provided by HQ Simple’s EoR, your use of the Platform is not subject to the payment of any fees to HQ Simple. Please note additional fees may apply pursuant to the applicable Consultant Services Agreement.

The payment plan will be charged at the moment you issue a payment to an Associate or an employer or record on the platform as an additional amount. A separate invoice will be generated and will be located in the billing section.

If you pay for your Payment Plan using a debit method, wire transfer or credit card (“Card”), the following terms apply:

• Foreign Transaction Fees. You acknowledge that for certain transactions, your Card’s issuing bank may charge a foreign transaction fee or other charges.
• Declined Payment. If payment is declined due to expiration of the Card, insufficient funds, or otherwise, Client remains responsible for any amounts not remitted to HQ Simple and HQ Simple may, in its sole discretion: (i) continue presenting the Card once it has been updated by Client (if applicable) or (ii) terminate this Agreement.
• In the case where you have auto payments activated on HQ Simple, we will automatically charge you your payment plan on top of the payments Client will be issuing.

HQ Simple may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending HQ Simple notice of termination to support@hqsimple.com. Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.

Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.

HQ Simple may, at its sole discretion, offer a Payment Plan with a free trial for a limited period of time ("Free Trial").To participate in a Free Trial, you must select a Payment Plan and provide a valid payment method, however, we will not charge your payment method unless you continue using the Services after the Free Trial is over. If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by emailing support@hqsimple.com. If you or HQ Simple cancel your Free Trial, you acknowledge and agree that we may delete all Contracts, Forms, Content, and all other data associated with your Account during your Free Trial. If you do not cancel your Free Trial, then your Free Trial will automatically be converted to a paid Payment Plan at the end of the trial period, and you hereby authorize us to charge the payment method your provided us in accordance with your Payment Plan To cancel your Payment Plan after your Free Trial has ended and your Payment Plan has begun, you must notify us by sending HQ Simple notice of termination to at least 5 days prior to the end of your next billing cycle. At any time and without notice, HQ Simple reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel any Free Trial Payment Plan at any time.

Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to HQ Simple are non-refundable and there are no credits for partially used Payment Plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.

9.2 Payment Methods. Except for HQ Simple’s role as a limited payment agent for Associates as set forth in Section 10.4, HQ Simple does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, HQ Simple partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. See our Payments Page for more information on supported third-party payment methods in your location. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. HQ Simple is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. HQ Simple also supports Client payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges. HQ Simple does not charge Associates any fees for payments processed through the Platform regardless of payment method, however, HQ Simple is not responsible for any transaction fees, foreign exchange fees or any other fee imposed separately on a Associate by a Payment Service Provider or by Associate’s own financial institution.

9.3 Compliance. Solely to protect against money laundering, terrorist financing, fraud, unauthorized transactions or as otherwise required by applicable law, HQ Simple and Payment Service Providers will collect, store and analyze User payment information. For more information on how we use your payment information, please see our Privacy Policy for more information here. Payment Services Providers may also collect payment information necessary for processing User payments. Except for payment amount and payment status details stored in your dashboard, HQ Simple does not have access to payment information provided to Payment Services Providers, and such information will be subject to the privacy policy of each Payment Service Provider.

By using any payment method and providing payment information to HQ Simple or to any Payment Service Provider, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.

All payment services, including withdrawal services will be provided by HQ Simple’s Payment Service Provider.

9.4 Payment Service Providers. If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to HQ Simple.

 

10. Management Services.

The following terms apply to any Management Services hereunder:

 

10.1 Contracts.

10.1.1 Contract Dashboard. Users can use the Platform to create and manage Contracts. Each Contract is assigned a unique Contract ID. Users can organize Contracts on the HQ Simple dashboard according to Contract type, execution status, Client, Associate and ID.

10.1.2 Contract Templates. HQ Simple provides Users with three Contract templates (“Templates”):

• “Fixed Contract” - open-ended contracts featuring fixed payments at regular intervals for recurring services.
• “Pay As You Go Contract” closed-end contracts featuring payment of a predetermined amount upon acceptance of services by the Client, partial payment can be made at regular intervals.
• “Milestone Contract” - contracts featuring fixed payments upon achievement of pre-defined milestones.

10.1.3 Contract Generation. Users can set contract terms by selecting from pre-set parameters using HQ Simple’s Contract generation tool. Parameters include Client and Associate names and addresses, Contract type, payment type, payment cycles, special clauses and jurisdiction. Users can also use the web form to input project scope, Statements of Work, and other Contract details.

10.1.4 Contract Execution. Users can use HQ Simple’s secure e-sign functionality to execute agreements. Contracts executed on HQ Simple are legally binding.

10.1.5 Pre-Existing Agreements. Users can also use the HQ Simple dashboard to upload and manage agreements created and executed by Clients and Associates outside the Platform. Users can extract parameterized terms from pre-existing agreements such as payment amount, type, and due date, and amend pre-existing agreements to insert new terms, all from within the same interface.

10.1.6 Contract Management. Users can securely store and manage multiple Contracts in their Accounts organized by type, counterparty, and completion status. Users can limit access to Contracts and Contract information to specific persons, companies, or groups. Users can track each Contract according to Client approval status and payment status. Users may also modify or terminate Contracts through the Platform.

10.1.7 Prohibited Contract Terms. If we determine that the content of a Contract violates these Terms or the Prohibited Activity List, we may remove the Contract from your Dashboard without prior notice to you. We may also suspend or close your Account. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action. Contracts removed from your Account may not be edited or restored.

 

10.2. Disputes and Contract Cancellations.

10.2.1 Reversals and Disputes. Clients should not initiate payments until Associates have met the acceptance criteria or other requirements detailed in a Contract. Except to satisfy the compliance obligations set forth in Section 9.3, HQ Simple cannot reverse payments or withhold funds from Associates, and cannot cause Payment Service Providers to reverse payments or withhold funds from Associates once funds have been received by HQ Simple or the relevant Payment Service Provider. If a Client is not satisfied with the service provided by a Associate or makes a payment in error, the Client must initiate a refund, reversal or other payment dispute process directly with the Associate or with the relevant Payment Service Provider. HQ Simple will not adjudicate payment or Contract disputes between Users regardless of payment method or Contract status under any circumstances, and Users are solely responsible for dispute settlement. Refunds and reversals of payments made through a Payment Service Provider are subject to the terms and conditions of your Payment Service Provider agreement.

10.2.2 User-Initiated Contract Cancellation. If a Client owes outstanding payments to a Associate after completion of work, or if a Client is dissatisfied with the service provided by a Associate, the Client or Associate may initiate cancellation of the Contract through the HQ Simple dashboard. Cancellation of a Contract through the HQ Simple dashboard has no bearing whatsoever on the merits of a Contract dispute, or the interpretation of the terms of, or legality or validity of a Contract. The Services record the initiator of, and the time and date of the cancellation. If you delete a Contract, the deleted Contract and all Content therewith will immediately become inaccessible to other Users, after which we will permanently delete the Contract from our servers. Users may not initiate or request payment for services related to, or alter the status of a Contract after it has been canceled.

10.2.3 Contract Cancellation by HQ Simple. HQ Simple may cancel a Contract in the event of suspicious Account activity or Account compromise; fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Terms of Service. HQ Simple may also cancel a Contract if a User is no longer a HQ Simple Accountholder in good standing. Please contact us if you believe a Contract or another User is in violation of these Terms.

 

10.3. Tax Forms & Invoices.

10.3.1 Form and Invoice Generation. We use User data to generate required tax documents for Users. For Clients and Associates in the United States, we automatically generate forms W-9, W-8BEN and W-8BEN-E (“Forms”) to be dated and signed by the Associate. We do not guarantee that information on any Form generated by the Platform is accurate or correct, or that Users have selected the appropriate Form for the type of tax return they submit. Users should verify the accuracy and completeness of the information on the forms before submitting them to other Users or to any tax authority. By using HQ Simple to generate and sign Forms, you represent and warrant that the information you have provided is accurate and complete, and specifically to the terms of Section 12 regarding electronic signatures.

We use a third party service to enable you to file your 1099 at the end of each tax year.

We also generate and submit invoices to Clients on behalf of Associates when payment is due. Associates may also use HQ Simple to automatically submit invoices for recurring services, or schedule delivery of invoices according to project milestones set for in Contracts.

10.3.2 Tax Compliance Services and Related Disclaimers for Clients.

Certain Clients may choose to use the “Tax Compliance Services” portion of the Services, as described more fully on the tax compliance page. If you use the Tax Compliance Services, you agree to the terms of this subsection 10.3.2.

HQ Simple does not provide tax, legal or accounting advice to Users. We will do our best to provide you with the information you need to make your own decisions about compliance with applicable U.S. tax laws. If you have questions after reviewing the Forms we generate and other tax withholding rates, or any other tax information provided by HQ Simple or the Internal Revenue Service (“IRS”), you should consult your own tax, legal or accounting advisors prior to completing or submitting a Form or paying an invoice. The disclaimers in this paragraph apply equally to you as a Client or a Associate.

Information regarding tax withholding rates calculated by HQ Simple and provided to you through the Tax Compliance Services is dependent on accurate and truthful information regarding Users and their situation or circumstances. HQ Simple will in no way be liable to you or any third party (including but not limited to any taxation authority) for any losses or penalties, pecuniary or otherwise, arising from a User entering inaccurate or false information, whether purposefully or not, or misrepresenting their business type, taxation or employment status in any manner.

Information regarding tax withholding rates calculated by HQ Simple and provided to you is further dependent on your specific business circumstances and tax form settings you provide to HQ Simple, the income type provided by Clients in payments to Associates as well as any other tax-related information. Users may also owe indirect taxes (such as VAT or GST) depending on the applicable tax laws in the jurisdiction where they are domiciled, in addition to the payment amount indicated in an invoice. Users agree that they are solely responsible for any obligation to deduct or withhold taxes and for any other tax requirements applicable to them. You also agree that the amount of any invoice, and any fees you owe for the Services are net of direct or indirect taxes, levy, withholding tax or deductions.

Specifically, if you are a Associate and use the Tax Compliance Services, you acknowledge and agree to the following (the “Associate Tax Compliance Obligations”):

• You are solely responsible for remitting any amounts owed by you to the IRS or other governmental authority in a timely fashion according to IRS rules and regulations and your normal accounting practices;
• You will update your settings to reflect any material changes to your situation or circumstances that may affect your tax withholding rates, within 30 days of becoming aware of such material change; and
• You will inform HQ Simple of any errors or omissions you discover that would affect a tax withholding calculation, within 30 days of becoming aware of such error or omission.

HQ Simple will in no way be liable to you, any taxation authority, Client, or any third party for any losses or penalties, pecuniary or otherwise, arising from your failure to adhere to these Associate Tax Compliance Obligations.

10.4. Appointment of HQ Simple as Payment Agent

Associates hereby appoint HQ Simple as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts.

Associates agree that payment received from Clients by HQ Simple will be considered the same as payment made directly to Associates, regardless of whether HQ Simple remits or fails to remit the payment to Associates. Associates also authorize HQ Simple in its role as Payment Agent to:

• hold, disburse and retain payments on behalf of Associates pursuant to these Terms of Service, or otherwise instruct HQ Simple’s Payment Service Providers to do so;
• issue refunds to Clients at the request of Associates; and
• manage Client credit and debit card chargebacks on behalf of Associates.

In accepting appointment as Payment Agent, HQ Simple assumes no liability whatsoever for any acts or omissions of Associates related to Contracts, Forms, or these Terms of Service, failure by Associates to provide the Services in accordance with Contracts, or failure by Clients to make payments owed to Associates, and Associates understand that HQ Simple’s obligation to pay Associates is subject to and conditional upon HQ Simple’s actual receipt of payment from Clients. Associates further authorize HQ Simple to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the United States; provided, that, HQ Simple will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Associates represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Clients’ payment obligations to Associates will be satisfied upon receipt of payment by HQ Simple (or its Payment Service Provider, as applicable), and HQ Simple (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Associates in the manner described in these Terms of Service. In the event that HQ Simple (via its Payment Service Provider) does not remit any such amounts to a Associate, the Associate will have recourse for non-payment solely against HQ Simple, and not Clients. Associates agree that HQ Simple may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Clients that HQ Simple may deem necessary or prudent.

10.5. Payments to Associates. Clients may pay Associates in any of HQ Simple's supported currencies. Unless Client instructs HQ Simple otherwise, Client will be charged in the currency indicated on the applicable Contract, in the event a Client elects to pay in another currency, the exchange rate will be calculated using forward foreign exchange rates available to HQ Simple and the maturity of the forward will be selected based on payment date of the relevant Contract with such Associate. In any event, the actual payment amount, in the actual payment currency will be clearly disclosed to the Client before the Client completes the payment. Associates may elect to be paid in any one of HQ Simple's supported currencies. Payment Service Provider retail fees and rates will be passed through to the Associate.

10.6 Ownership of Deliverables. Except as set forth in any Contract or statement of work between the Associate and Client, Associate agrees to grant all copyrights and all other intellectual property rights to the work and deliverables delivered to Clients in connection with Contracts (“Deliverables”), and the Associate waives any and all moral rights to Deliverables. Deliverables will be considered work-for-hire under the U.S. Copyright Act. If Deliverables do not meet the requirements of work-for-hire or when the US Copyright Act does not apply, the Associate will expressly agree to assign to Client the copyright to the Deliverables. All transfer and assignment of intellectual property to Client will be subject to full payment pursuant to the relevant Contract terms. Clients may not use the Deliverables if payment is not made in full or the Contract is canceled for any reason. Notwithstanding the foregoing, for custom Deliverables (such as art work, design work, report generation, etc.), the Deliverables will be the exclusive property of the Client, and the Associate assigns all rights, title and interest in the Deliverables to the Client. Associates further confirm that whatever information they receive from the Client that is not in the public domain, will be kept confidential and will not be shared or used for any purpose whatsoever other than for the delivery of the Deliverables or performance of services for the Client pursuant to the Contract.

 

11. Plan and Service Guarantee. 

11.1 Additional Terms of Service.

1. Subject to the terms and conditions set forth below and provided that the Client maintains a subscription to a HQ Simple Plan (each, a “HQ Simple Plan”) fully paid and in good standing, HQ Simple will provide the Client with a “Service Guarantee.” 
2. The Service Guarantee means that where HQ Simple incorrectly supplies the Client with a Associate which, due to HQ Simple's error, is misclassified as an independent contractor (or its equivalent) under applicable law (a “Misclassification”) and the Client suffers Losses during the term of a Relevant Contract as a result of HQ Simple's actions, then HQ Simple agrees to compensate the Client for the consequences of its failure to deliver the correct service, subject to the limits set out in Section 11.5 below.
3. For the purposes of this Service Guarantee, “Losses” means: (i) verifiable expenses limited to legal defense costs payable by a Client (“Legal Costs”) in connection with the Misclassification of a Associate contracted using the HQ Simple Platform (a “Relevant Contract”); (ii) liabilities, interest and penalties payable by the Client to tax authorities (“Tax Penalties”) as a result of the Client being deemed liable by a government or administrative body or a court of competent jurisdiction   in respect of the Misclassification of a Relevant Contract; and (iii) other costs incurred by the Client (“Other Costs”) as a result of the Client being deemed liable by a government or administrative body or a court of competent jurisdiction in respect of the Misclassification of a Relevant Contract, each subject to the maximum amounts set forth below and the other terms and conditions contained herein.   
4. HQ Simple will not be required to compensate the Client for its failure to deliver the correct service where any Losses are incurred following the termination of a Relevant Contract or the cancellation of a HQ Simple Plan.

11.2 What is not guaranteed. Notwithstanding anything to the contrary in this Service Guarantee, HQ Simple will not be required to compensate the Client where its Losses arise out of or result from:

1. actions taken by the Client, its Associates, or actions by any third party that are outside the scope of HQ Simple’s services;
2. the use of any contract other than the latest contract provided or approved in writing by HQ Simple to the Client in respect of the Associate (as amended or updated from time to time); 
3. the Client’s obligation to have a permanent establishment in the country where the Associate is a permanent resident or where the Associate is delivering his, her or its services; 
4. a change in the applicable laws of a jurisdiction if a Client’s Questionnaire (defined below) for the specific Associate giving rise to such Losses is not considered “passed” in accordance with the section titled “Client Questionnaire” below; 
5. criminal, fraudulent, negligent or malicious acts of the Client, any Associate or third party; 
6. violations of laws applicable to the Client or other employers that are not related to the Misclassification of a Associate; 
7. prior or pending litigation of the Client, or events to which the Client had prior notice that such events could result in litigation against the Client; 
8. consequential damages, special damages, interruption of business, opportunity costs, loss of use, or loss associated with unauthorized access to data; 
9. a change in applicable law that occurs after the expiration or termination of the Client’s HQ Simple Plan; 
10. any Relevant Contract after the expiration of the Term or for which the Client has terminated its HQ Simple Plan;
11. any Associate engaged after the expiration of the Client’s HQ Simple Plan; or
12. the misrepresentation of any material fact submitted to HQ Simple by the Client.

 

11.3 Term and Termination. The term of a HQ Simple Plan will begin on the date of purchase of such HQ Simple Plan for a Relevant Contract (the “Effective Date”) and end on the earlier of (i) the duration of the underlying Relevant Contract, or (ii) one (1) year (the “Initial Term”), unless terminated earlier as provided herein.   

After the Initial Term, the Plan will automatically renew in additional one (1) year increments (each a “Renewal Term” and collectively, the Initial Term and the Renewal Term are referenced as the “Term”) unless terminated in writing as provided below at least 30 days prior to the expiration of the Initial Term or any Renewal Term (or such length as otherwise required by applicable law).   

The HQ Simple Plan will terminate immediately upon the earlier of: (i) the expiration of the Term of the HQ Simple Plan or underlying Relevant Contract; (ii) the Client’s non-payment or failure to make payment when due for any reason; or (iii) the date that the Client cancels, downgrades, or terminates the underlying Relevant Contract or HQ Simple Plan as provided herein. A HQ Simple Plan may be terminated by as follows:   

• By HQ Simple: HQ Simple may at any time immediately terminate the Client’s HQ Simple Plan in its entirety or terminate its applicability to any specific Relevant Contract for non-payment, fraud, or misrepresentation without prior written notice to Client.   In addition, HQ Simple may terminate the Client’s HQ Simple Plan for convenience at any time by providing the Client with 30 days' prior written notice.
• By the Client: The Client may terminate a HQ Simple Plan at the end of any Term by providing HQ Simple with at least 30 days' written notice prior to the expiration of the current Term through the HQ Simple Platform or at info@hqsimple.com.

11.4 Notice of Loss. The Client will give HQ Simple prompt written notice by email at info@hqsimple.com   (a “Notice”) within 5 days of the date of discovery of any facts or situation which the Client has reasonably determined could give rise to a Loss under this Service Guarantee, including any change of law, complaints, communications or claims made or threatened by a Associate or governmental authorities that could result in legal proceedings related to the Misclassification of a Associate. Each Notice must contain a description of the issue and the nature and amount of the related Losses (to the extent that the nature and amount of the Losses are known at the time, failing which a reasonable estimate of the potential amount of the Losses will be provided). The Client will furnish promptly to HQ Simple copies of all material documents relating to the Losses. Any liability HQ Simple may have to compensate the Client pursuant to this Service Guarantee is conditional upon the Client promptly delivering the Notice and related documents under this Notice of Loss section. 

11.5 HQ Simple Plan Limitation of Liability.   

1. Maximum Individual and Aggregate Liability. For purposes of this Section 11, HQ Simple’s maximum liability for all Losses in respect of any HQ Simple Plan will be determined as set forth in each subsection below. If the Client has subscribed for and maintained in good standing the HQ Simple Plan, HQ Simple agrees to compensate the Client under this Service Guarantee to the extent it considers that its failure to provide the requisite service has led the Client to suffer Losses, subject to the maximum limits set out below:
   1. Maximum Liability for Legal Costs and Tax Penalties. Legal Costs and Tax Penalties up to a maximum aggregate amount of $25,000 per Associate. 
   2. Maximum Liability for Other Costs. Other Costs up to a maximum aggregate amount of $10,000 per Associate.
2. FOR PURPOSES OF THIS SECTION 11  AND IN ADDITION TO THE LIMITS ABOVE, EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT, HQ Simple WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR ECONOMIC DAMAGES OR FOR LOSS OR DAMAGES TO ANY PERSON OR PROPERTY RELATING TO OR ARISING FROM THIS AGREEMENT.   IN ADDITION TO THE LIMITS STATED ABOVE, HQ SIMPLE’S MAXIMUM LIABILITY TO ANY ONE CLIENT, REGARDLESS OF THE NUMBER OF RELEVANT CONTRACTS SUCH CLIENT HAS OUTSTANDING, WILL NOT EXCEED $250,000 IN THE AGGREGATE.

11.6 HQ Simple Representations and Warranties of the Client. For purposes of this Section 11, HQ Simple will not be liable for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Client contained in the Questionnaire or on the HQ Simple Platform if the Client knew or should have known that any such representation or warranty is, was or might be inaccurate. The Client agrees to produce or make available for inspection, at such reasonable times and places designated by HQ Simple or any agent, all evidence of loss, damage, cost, ownership or other Loss-related information. Notwithstanding the foregoing, HQ Simple will have no liability to the Client or any other person because of any inspection or failure to inspect. 

11.7 Client Questionnaire. To be eligible for this Service Guarantee, the Client’s account must be compliant with the Terms of Service, including, but not limited to, completing and passing HQ Simple’s due diligence support questionnaire (the “Questionnaire”), as follows: 

1. The Client must pass the Questionnaire at the time that the Associate is hired by the Client, unless otherwise approved in writing by HQ Simple.
2. A Questionnaire is considered “expired” or “failed,” and therefore not passed, and must be retaken by the Client for each Relevant Contract at the earlier of: (i) 12 months after the Questionnaire is previously taken; (ii) 90 days after there is a change in applicable law that is communicated by HQ Simple to the Client; (iii) immediately upon the Client’s communication with HQ Simple in accordance with the Section above entitled “What is not guaranteed”; or (iv) immediately upon a change in the applicable law that would have been communicated by HQ Simple to the Client but for the fact that the Client’s HQ Simple Plan expired prior to the change in the applicable law.
3. The Client must immediately communicate to HQ Simple in writing by email at support@hqsimple.com of any change in the scope of the contractual relationship with any of its Associates (for example, a change in responsibilities, country, etc.), and must retake and pass the Questionnaire.

11.8 Changes to HQ Simple Plan. HQ Simple reserves the right to make changes to this Service Guarantee or the terms and conditions of any HQ Simple Plan, or adjust HQ Simple Plan pricing, in any manner and at any time as we may determine in our sole and absolute discretion. HQ Simple will provide you written notification of any material changes to your HQ Simple Plan, including any adjustments to the price of your HQ Simple Plan, at least 10 days in advance of the implementation of such changes. After notice of a material change, you may terminate your HQ Simple Plan by providing written notice to us within the 10-day notice period prior to the effective date of the change. Except as otherwise expressly provided for herein, any price changes or changes to your HQ Simple Plan will take effect following such 10-day notice period.   If we discontinue your HQ Simple Plan, our liability will be limited to resolving any existing complaints and issues as to HQ Simple's service which is already underway at the time that the HQ Simple Plan is discontinued.   

11.9 HQ Simple’s Control of Defense. HQ Simple may, in its reasonable discretion, first try to resolve any issues with the governmental or administrative body or a court directly, if applicable. HQ Simple may assume, at its sole option, control of the defense, appeal or settlement of any third-party claim that is reasonably likely to give rise to a Loss under this Service Guarantee. If HQ Simple elects to assume control of the defense, HQ Simple will provide written notice to the Client acknowledging responsibility for the defense and undertaking, through reputable independent legal counsel of its own choosing, the settlement or defense thereof. If HQ Simple assumes control of the defense, the Client will reasonably cooperate with HQ Simple in connection therewith. HQ Simple may condition final payment of costs under this section on execution of a settlement agreement, including a release of claims against HQ Simple or any other applicable party, and an obligation to keep confidential the reimbursement or settlement amount and circumstances.

11.10 Miscellaneous.

1. Except as prohibited by law, HQ Simple may modify or terminate this Service Guarantee at any time, including to the extent required to comply with applicable law, and such modification or termination will apply to incidents occurring after the effective date of the modification or termination. You acknowledge and agree that all benefits made available to you under this Service Guarantee will immediately terminate in the event you initiate any legal action or claim against HQ Simple, its officers, directors, employees, contractors, agents, or affiliates concerning a compensation payment under this Service Guarantee.
2. Amounts payable under this Service Guarantee are not a replacement for applicable insurance coverage. 
3. Subject to the terms of this Service Guarantee, the benefit provided herein will remain in full force and effect until the earlier of: (i) the date of termination of the Relevant Contract; (ii) the Client’s Questionnaire is expired; (iii) the date that the Client cancels or downgrades its HQ Simple Plan; (iv) 24 months following the expiration of the Client’s HQ Simple Plan; or (v) HQ Simple’s termination of the Service Guarantee.
   
   

2. HQ Simple Plan and Services.

In addition to the obligations of the parties described above, the HQ Simple Plan includes access to the HQ Simple newsletter as a Service.

 

12. HQ Simple Platform.

In addition to the Terms of Service, the terms and conditions stipulated below apply to the access and use of the HQ Simple Platform and its Services (“Additional Platform Terms”). Client acknowledges and agrees that it has read, understood and agreed to be bound by the Additional Platform Terms.

12.1 Presentation

Subject to the terms hereof, as part of the Platform, Client may access HQ Simple’s cloud-based solution for managing and maintaining a global information and human resources system via the internet as further described below (“HQ Simple Platform”). 

The Client wishes to have access to HQ Simple Platform and use its online services solely in its internal business operations. 

Subject to the Additional Terms, HQ Simple has agreed to grant access to the Client to the HQ Simple Platform which includes its online services as further described below and the Client has agreed to take and pay (if applicable) for such access subject to these Additional Terms and provided that the Client complies with any and all of the requirements set forth in this Additional Terms and the applicable provisions of the Terms of Service. 

12.2 Specific Definitions

The following definitions apply solely to the Additional Terms and not to the Terms of Service.  

Authorized Users:  those Users which are employees and independent contractors of the Client and are authorized or added by the Client (or by HQ Simple at Client’s request) to use the HQ Simple Platform, as further described herein and for whom, where applicable, the Subscription Fee has been duly paid to HQ Simple by Client.  

Client: any User who has access to the HQ Simple Platform and/or uses, directly or indirectly (i.e including any actions taken by or on behalf of any employee or independent contractor of any User) the Services (as defined below in the Additional Terms) in whole or in part. 

Client Data:  the User Content inputted by the Client, Authorized Users, or HQ Simple on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.

HQ Simple Plan: the subscription to the HQ Simple Platform selected by the Client upon registration to the HQ Simple HR Platform and/or Services, as set out in the Pricing Page. 

Effective Date: the date on which access was granted to the HQ Simple Platform and/or any of the Services by HQ Simple to the Client and/or to any of its Authorized Users.  

Services: the services (free or paid) provided by HQ Simple to the Client via the HQ Simple Platform located [https://app.hqsimple.com/] or any other website (or online service) offered to the Client by HQ Simple from time to time and further described under these Additional Terms. 

Software: the online software applications provided by HQ Simple as part of the Services.

Subscription Fees: the subscription fees payable by the Client to HQ Simple to have access to the Services and grant such access to its Authorized Users, as set out in the Pricing Page.

User Subscriptions: any Authorized User which is entitled by the Client or HQ Simple to access and use the Services in accordance with these terms (including, if applicable as set forth in the Pricing Page, the payment of the applicable Subscription Fees).

12.3  Services and Subscription

12.3.1 Services provided through the HQ Simple Platform

Subject to the Terms of Service and these Additional HR Terms, including, payment by the Client of the applicable Subscription Fees as further specified in the Pricing Page:  

• HQ Simple hereby grants to the Client a non-exclusive, non-transferable right and license, without the right to grant sublicenses, to permit the Authorized Users to use the HQ Simple Platform during the Subscription Term in accordance with the HQ Simple Plan solely for the Client's internal business operations.
• the Client is authorized to access and use the HQ Simple Platform and its Services on a non-exclusive basis solely for internal business purposes notably to facilitate the onboarding process of its employees and/or independents contractors,  create reports about its such users, allow them to submit documents and access other functionalities as may be further described and offered within the HQ Simple Platform. 

HQ Simple may, at its sole discretion and at any time, modify or discontinue providing the Services provided through the HQ Simple Platform or any part thereof without notice.

HQ Simple will charge the Client for any Authorized User added to the HQ Simple Platform as expressly specified in the Pricing Page which may be amended from time to time. 

It is also agreed that the Client will be charged by HQ Simple for any additional purchase to be made within the HQ Simple Platform and/or in connection with any additional services by him or its Authorized User. 

12.3.2 Authorized Users

12.3.2.1. Subject to the Terms of Service and these Additional Terms and its restrictions, the Client may, from time to time during the Term, grant access to any additional Authorized User to the applicable services of the HQ Simple Platform, only by adding Authorized Users in the HQ Simple Platform and paying the applicable Subscription Fees.

12.3.2.2. It is agreed that the simple addition of any Authorized User by the Client in the HQ Simple Platform will be considered as an ordering of an additional User Subscription under these Additional Terms.

12.3.2.3 In relation to the Authorized Users, the Client undertakes that:

1. it will be solely responsible for the use, attempted use, misuse by any users (including the Authorized Users) of the HQ Simple Platform and any of its Services.
2. solely Authorized Users as defined in the Additional Terms will be authorized to use the HQ Simple Platform.
3. it will not allow or permit any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services;
4. each Authorized User shall keep a secure password for their use of the Services and that each Authorized User shall keep their password confidential;
5. it shall permit HQ Simple or HQ Simple’s designated auditor to audit the Services in order to establish the name and password of each Authorized User and the Client’s data processing facilities to audit compliance with these Terms.
6. if any of the audits referred herein reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to HQ Simple’s other rights, the Client shall pay to HQ Simple an amount equal to such underpayment as calculated in accordance with the prices set out in Pricing Page within [10] Business Days of the date of the relevant audit.

12.4 Fees and Payment

In order to use the Services, including the HQ Simple Platform described herein, the Client shall pay HQ Simple the applicable Subscription Fees set forth in the Pricing Page. Such fees shall be paid in accordance with the payment terms set forth in Section 9 of the Terms of Service. 

12.5 Client cooperation

12.5.1 The Client shall:

(a) provide HQ Simple with:

• all necessary co-operation in relation to these Additional Terms; and
• all necessary access to such information as may be required by HQ Simple;

in order to provide the Services, including but not limited to Client Data, security access information and configuration services;

(b) without affecting its other obligations under the Terms of Service, comply with all applicable laws and regulations with respect to its activities under these Additional Terms;

(c) carry out all other Client responsibilities set out in these Additional Terms in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, HQ Simple may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorized Users use the Services in accordance with the terms and conditions of the Terms of Service and these Additional Terms and shall be responsible for any Authorized User's breach of these Additional Terms;

(e) obtain and shall maintain all necessary licenses, consents, and permissions necessary for HQ Simple, its employees and contractors to perform their obligations under these Additional Terms, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by HQ Simple from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

12.6 Third Party Providers.

The Client acknowledges that the Services may integrate or interoperate with products and services of third parties (“Third-Party Products”), or import or export data and other content to or from Third-Party Products (collectively, “Integrations”). 

Any use of any Third-Party Products is solely at Client’s own risk. HQ Simple is not responsible for Third Party Products, any use by Client of Third-Party Products, and any exchange of data between Client and any Third-Party Product is solely between Client and the applicable provider. 

HQ Simple makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Products, or any transactions completed, and any contract entered into by the Client, with any provider of such Third-Party Products. Any contract entered into and any transaction completed via any Third-Party Product is between the Client and the relevant third party, and not HQ Simple. The use of any Third-Party Products is subject to the applicable third party's terms and conditions and privacy policy. HQ Simple does not endorse or approve any Third-Party Products nor the content of any of the Third-Party Products made available via the Services.

If Client opts to use any Integrations, Client agrees to: (i) assume sole responsibility for and all risk arising from Client’s use of Integrations and the content, functionality, or availability of any Third-Party Products, including waiving and releasing HQ Simple from any claims directly or indirectly related thereto; and (ii) without limitation, defend, indemnify, and hold harmless HQ Simple from any third party claims directly or indirectly arising from or related to Client’s use of any Integrations. 

HQ SIMPLE PROVIDES INTEGRATIONS “AS IS'' WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.

12.7 Term and Termination.

The term of a HQ Simple Plan shall begin on the Effective Date and shall continue until terminated by HQ Simple or the Client as provided in these Additional Terms (the “Subscription Term”).

Either party may terminate the HQ Simple Plan without cause and at any time upon giving 30 days’ prior written notice to the other party (the “Notice Period”). Such termination shall be effective commencing from the first day of the following calendar month. 

The HQ Simple Plan may be terminated immediately by HQ Simple (without notice) upon: (i) the Client’s non-payment or failure to make payment when due for any reason; or (ii) in the event of suspicious Account activity or Account compromise; fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Additional Terms. HQ Simple may also cancel a HQ Simple Plan if the Client or any of its Authorized Users is no longer a HQ Simple account holder in good standing.  

12.8 Changes to HQ Simple Plan or to Additional HR Terms.

HQ Simple reserves the right to make changes to these Additional Terms and/or the HQ Simple HR Plan and its pricing, in any manner and at any time as HQ Simple may determine in our sole and absolute discretion. HQ Simple will provide Client written notification of any material changes to the HQ Simple Plan, including any adjustments to the Subscription Fees for the Client’s HQ Simple Plan, at least 10 days in advance of the implementation of such changes. After notice of a material change, Client may terminate the Client’s HQ Simple Plan by providing written notice to HQ Simple within the 10-day notice period prior to the effective date of the change. Except as otherwise expressly provided for herein, any price changes or changes to the Client’s HQ Simple Plan will take effect following such 10-day notice period. If HQ Simple discontinues the Client’s HQ Simple Plan, HQ Simple will not be liable with regard to any Client Data or the consequences of such discontinuation of the Services. 

12.9 Indemnity.

Client agrees to indemnify HQ Simple and its affiliates, and hold HQ Simple and its affiliates harmless from any damages, losses and costs related to third party (including any Authorized Users) claims or proceedings arising out of Client’s use and/or its Authorized Users’ use of the HQ Simple Platform. 

12.10 Applicability of the Additional HR Terms.

It is hereby agreed that in the case of any contradiction and/or lack of clarity and/or ambiguity and/or incompatibility between the provisions of the Terms of the Service and the Additional Terms, the provisions specified in the Additional Terms shall prevail in relation to the Services and the HQ Simple Platform.

 

13. Communications from HQ Simple.

By creating an Account on our Platform you agree that we may contact you in relation to the Services. By creating an Account you also agree to subscribe to newsletters and/or marketing materials and/or other promotional information we may send to you. However, you may opt-out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still contact you and send you messages related to the Services even after you have opted out of receiving marketing communications.

 

14. Electronic Signatures and Legal Notices.

You agree that any signature or other electronic symbol or process attached to, or associated with a Contract, Form, certificate, or other document between you and HQ Simple or you and another User with the intent to sign, authenticate or accept the terms of any such Contract, Form, certificate, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act, and you hereby waive any objection to the contrary.

You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.

We may provide notices regarding activity and alerts electronically through your Account, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your Account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.

We may send notices to Users’ mobile phones through text or SMS to the phone numbers you provide to us. These notices may include alerts about the Services, Contracts, Forms, Invoices and other documents. Administrators and Users may elect to not receive certain notices via text or SMS, but this will limit the use of certain Services.

You must maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.

Contact us immediately via email to support@hqsimple.com if you are or believe you are having problems receiving Notices.

 

15. Interruption of Service.

From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Platform. We will endeavor to keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services.

 

16. Intellectual Property.

The Platform, Services, any Content thereon (excluding any User Content), and any APIs, interfaces, features and functionalities thereof are and will remain the exclusive property of HQ Simple and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and each jurisdiction in which we make the Services available to Users. You may not use our trademarks, trade dress, service marks, logo or trade name in connection with any product or service without the prior written consent of HQ Simple. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform and/or Services, if any. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Platform or Services for any purpose.

You, or the Business, as applicable, have all right, title and interest in the User Content you submit. Except as otherwise agreed in any Consultant Services Agreement, by submitting any User Content, you grant HQ Simple and its successors and assigns a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content on, through or in connection with the Platform and/or Services in any media formats and through any media channels. Except as expressly set forth herein, nothing herein grants HQ Simple any right, title or interest in any intellectual property rights of Client. HQ Simple reserves the right to use the name or logo of Client in marketing and website materials.

 

17. Feedback.

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback will become the sole and exclusive property of HQ Simple, and HQ Simple may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary rights, or other right or claim. You hereby assign to HQ Simple any and all right, title and interest to any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights that you may have in and to any and all Feedback.

 

18. Links to Other Web Sites or Services.

Our Services may contain links to third-party websites or services that are not owned or controlled by HQ Simple. Our Services may also allow you to import or interface with third-party applications or services.

HQ Simple has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or guarantee the offerings of any of these third-party services, their services, or their websites.

You acknowledge and agree that HQ Simple will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms of service and privacy policies of any third-party web sites or services that you visit or interact with.

 

19. Termination; Survival.

We may terminate or suspend your Account and bar access to the Services immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of HQ Simple; (iv) termination, suspension or expiration of any Consultant Services Agreement for any reason, as applicable, or (v) failure to make payment in accordance with the terms hereof or any Consultant Services Agreement. If your Account is terminated, you may not rejoin the Platform again without our express permission. Upon termination of your Account, you shall not have any further access to any Content that may be available through your Account.

We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.

You or the Business, as applicable, may request the termination of your Account at any time by contacting us via email at team@hqsimple.com. Following such a request, HQ Simple shall close your Account as soon as reasonably practicable.

Any suspension, cancellation or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination, including, without limitation, Section 10.4 [Appointment of HQ Simple as Payment Agent], , Section 10.6 [Ownership of Deliverables], Section 15 [Intellectual Property], Section 16 [Feedback], Section 19 [Indemnity and Limitations of Liability], Section 21 [Disclaimers], Section 22[Limitation of Liability]; Section 25 [Arbitration and Class Action Waiver]; and Section 26 [Confidentiality].

 

20. Limitation of Liability; Indemnification.

HQ Simple is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.

HQ Simple assumes no liability for any acts or omissions of any Associate, Associate's failure to provide the services to the Client, or Client's failure to pay amounts owed to a Associate; and the Associate acknowledges that HQ Simple's obligation to pay the Associate as the Associate’s Payment Agent is subject to and conditional upon HQ Simple's actual receipt of payment from the Client.

You agree to defend, indemnify and hold harmless HQ Simple its Affiliates, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, Form, data and Content posted by you to the Platform.

 

21. Force Majeure.

You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.

 

22. Disclaimers.

HQ Simple is not a law firm, and is not permitted to engage in the practice of law. HQ Simple employees do not act as your attorney or otherwise provide legal advice to you. The Templates, Forms, and other sample documents available to you on HQ Simple are made available to you for informational purposes only and are not a substitute for the advice of an attorney, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.

Your use of any portion of the Services does not create an attorney-client relationship with us. You understand and agree that you or your attorneys or advisors represent you in any legal matter you undertake related in any manner to any Template, Form or any other document you obtain through the Platform. Accordingly, while communications between you and HQ Simple are protected by our Privacy Policy, they are not protected by any attorney-client privilege or attorney work product doctrine. HQ Simple is prohibited from providing any kind of advice, explanation, opinion, or recommendation to you about possible legal rights, remedies, defenses, options, selection of forms or strategies.

The Platform provides Templates, Forms and other automated document generation tools for Users to prepare, create and execute Contracts with other Users, document work progress, and fill out and submit Forms to tax authorities. The information we provide is a compilation of frequently encountered legal and compliance issues generally applicable to engagements between Associates and Clients, and is not intended to be comprehensive of matters specific to your circumstances.

At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.

HQ Simple and the Services are not a substitute for the advice of an attorney. Although HQ Simple takes every reasonable effort to ensure that the Templates, Forms, and other information on the Platform are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors, the information on the Platform is not legal advice and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, HQ Simple cannot guarantee that all the information on the Platform is accurate, up-to-date, complete or sufficient for your specific legal or compliance needs.

The Platform contains links to other compliance resources. We provide these links to help you identify and locate other resources that may be of interest to you, and are not intended to state or imply that HQ Simple sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. Any third party information contained on the Platform or on sites we link to is from sources we believe to be reliable, but which we have not independently verified.

HQ Simple is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. Your use of third-party links and information at your own risk. Any tax-related compliance information on the Platform is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.

Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction, jurisdiction is subject to change.

HQ Simple makes no express or implied warranties or representations, and HQ Simple has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.

YOUR USE OF THE SERVICES, AND ANY, CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ANDS INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS OR IMPLIED IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. NEITHER HQ SIMPLE NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

HQ SIMPLE AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.

 

23. Limitation of liability.

We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Services or from any Content. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to HQ Simple, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.  

IN NO EVENT WILL HQ SIMPLE, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OF THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.

 

24. Exclusions.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.

 

25. Governing Law.

These Terms will be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.

 

26. ARBITRATION AND CLASS ACTION WAIVER.

You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration in San Diego, California, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and HQ Simple are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and HQ Simple will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.

 

27. Confidentiality.

“Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement. The terms and conditions of this Agreement, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of HQ Simple. All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that HQ Simple may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties.

 

28. Miscellaneous.

Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We reserve the right, at our sole discretion, to modify or replace these Terms at any time with notice to you. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.

 

29. Contact Us.

Our Customer Support team is available 24/7 if you have any questions regarding the Services, your Account, or these or Terms of Service. You can contact our Customer Support team by submitting a request here. HQ Simple may communicate with you via email or other channels regarding your Account, Platform system updates, and other issues related to your Account.

You may contact us regarding the Services or these Terms by US mail at: HQ Simple, Inc., ATTN: Legal, 11622 El Camino Real, Suite 100, San Diego, CA 92130, United States, or via email to legal@hqsimple.com.

 

30. Prohibited Activity List

Prohibited User Activities:

• Pornography, prostitution, escorting or other adult or obscene services or activities;
• Online gambling, lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services;
• Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances;
• Drug paraphernalia;
• Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals;
• Marijuana dispensaries;
• Any product or service that infringes upon the copyright, trademark or trade secrets of any third party;
• Age-restricted products or services;
• Bail bond services;
• Bidding fee auction services;
• Check cashing, money transmission, and currency exchange services, the sale of video game or virtual world credit or other virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, and any other services involving the sale of financial instruments;
• Esoteric services (e.g. astrology, psychic reading etc.);
• Extended warranty services;
• Weapons and munitions;
• Terroristic or other illegal organizations;
• Multi-level marketing, pyramid schemes, any other deceptive marketing services;
• Undefined or poorly described products or services;
• The sale of social media activity (e.g. Twitter followers, Facebook likes, or YouTube views);
• Spyware, malware, virus, back-door, drop dead device or other program installation services;
• Unfair, predatory or deceptive products and services;
• Activities or services that we determine to be offensive, including, which promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity;
• Activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; or
• Any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive.

Prohibited Uses:

• Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
• Access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, Accounts registered to other Users, or the computer systems or networks connected to the Services;
• Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
• Use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
• Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
• Use the Services for illegal, harassing, unethical, or disruptive purposes;
• Violate any applicable law or regulation in connection with your access to or use of the Services;
• Use or access another User’s account or password without permission; or
• Access or use the Services in any way not expressly permitted by these Terms or any Consultant Services Agreement.