Last updated: August 14, 2025
These Terms of Service ("Terms") govern your use of the Engage workforce management platform ("Platform" or "Service") provided by Headquarters for Simple, Inc. dba HQ Simple ("Company", "we", "us", or "our").
By accessing or using our Platform, you ("Customer", "you", or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Platform.
To use our Platform, you must: (a) be at least 18 years old; (b) have the legal authority to enter into these Terms; (c) represent a business entity authorized to use workforce management services; and (d) not be prohibited from using the Platform under applicable law.
To access the Platform, you must:
We may require additional verification of your identity, business registration, or other credentials before activating your account or specific Platform features.
Platform access is provided on a subscription basis as specified in your Order Form. Different subscription tiers may include varying features, user limits, and service levels.
We may change subscription fees with thirty (30) days' prior written notice. Fee changes will take effect at the start of your next billing cycle.
Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before expiration.
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Platform during the Subscription Term solely for your internal business purposes.
You may not:
You must ensure that your use of the Platform complies with all applicable laws, regulations, and industry standards, including employment, labor, and data protection laws.
Company retains all right, title, and interest in and to the Platform, including all Intellectual Property Rights. The Platform is protected by copyright, trademark, and other intellectual property laws.
You retain all rights to your Customer Data. You grant us a limited, non-exclusive license to use Customer Data solely to provide the Platform and as necessary for our legitimate business purposes.
Any feedback, suggestions, or improvements you provide regarding the Platform will be owned by Company and may be used without restriction or compensation.
The Platform may include third-party software components governed by separate license terms, which are incorporated herein by reference.
Our collection and use of Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference.
To the extent we process Personal Data on your behalf, the data processing terms in our Data Processing Agreement (available upon request) apply.
We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction.
Customer Data may be stored and processed in the United States or other countries where we or our service providers maintain facilities.
We strive to maintain Platform availability of 99.5% uptime per month, excluding scheduled maintenance and circumstances beyond our reasonable control.
We may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without prior notice.
Technical support is provided according to your subscription plan. Support hours and response times vary by plan level and issue severity.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from: (a) your use of the Platform; (b) your violation of these Terms; (c) your Customer Data; or (d) your violation of applicable laws.
Company will indemnify Customer against third-party claims that the Platform infringes a valid patent, copyright, or trademark, provided Customer promptly notifies Company and cooperates in the defense.
This section states the parties' sole and exclusive remedy for intellectual property infringement claims.
Either party may terminate these Terms at the end of the Subscription Term with thirty (30) days' prior written notice.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days; (b) becomes insolvent or files for bankruptcy; or (c) ceases to operate in the ordinary course.
Upon termination:
Sections regarding payment obligations, intellectual property, confidentiality, limitation of liability, and indemnification survive termination.
Before initiating formal proceedings, the parties agree to attempt good faith negotiations for thirty (30) days after written notice of a dispute.
Any dispute not resolved through informal means shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in San Diego, California.
THE PARTIES AGREE TO RESOLVE DISPUTES ONLY ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS.
Either party may seek injunctive relief in court for intellectual property infringement or confidentiality breaches without first attempting arbitration.
These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in San Diego County, California, and the parties consent to personal jurisdiction in such courts.
These Terms, together with the Order Form and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
We may modify these Terms at any time by posting updated Terms on our website. Material changes will be communicated via email or Platform notification at least thirty (30) days in advance.
You may not assign these Terms without our prior written consent. We may assign these Terms without restriction, including to affiliates or in connection with a merger or acquisition.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
Neither party shall be liable for delays or failures due to causes beyond their reasonable control, including natural disasters, government actions, or network outages.
The Platform may be subject to export control laws. You agree to comply with all applicable export and import laws and regulations.
All notices must be in writing and delivered to the addresses specified in your Order Form or as updated by the parties.
The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship between the parties.
For questions about these Terms of Service:
Headquarters for Simple, Inc. dba HQ Simple
11622 El Camino Real, Suite 100
San Diego, CA 92130
United States
Email: legal@hqsimple.com
Phone: +1 (858) 123-4567