HallPal Terms of Service

Effective: {{EFFECTIVE_DATE}} Last updated: 2026-08-08

1. Agreement to these terms

These Terms of Service ("Terms") form a binding agreement between you and {{COMPANY_LEGAL_NAME}} ("HallPal", "we", "us", "our"). By creating an account, signing in, or otherwise using the HallPal service (the "Service"), you agree to these Terms.

If you are using the Service on behalf of a school, school district, or other organization, you represent that you have authority to bind that entity, and "you" refers to that entity in this document.

IMPORTANT: Section 15 contains a binding arbitration provision + class-action waiver that affect your legal rights. Read it before agreeing.

2. The Service

The Service is a hallpass management system for K-12 schools, consisting of a web dashboard, a stationary kiosk device (the "Homebase"), a wearable device (the "Pass"), and related firmware + APIs. We license the software to you as-a-service (SaaS); we do not transfer ownership of any code or hardware design to you.

We may update, modify, add features to, or discontinue features of the Service at any time. We will use reasonable efforts to notify you in advance of changes that materially reduce functionality.

3. Accounts + eligibility

You must be at least 18 years old to create an account. School staff whose accounts are created by their school's administrator inherit that administrator's authority; the school (not the individual staff member) is our contractual counterparty in that case.

You are responsible for:

• Keeping your sign-in credentials confidential.
• Any activity that occurs under your account.
• Notifying us at security@hallpal.divz.io if you suspect your account has been compromised.

4. Your data + your school's data

You own the data your school inputs to the Service (rosters, hallpass records, configuration, chat transcripts). We store + process it on your behalf under our Privacy Policy (see the PRIVACY.md in this directory for the current draft) + any Data Processing Addendum we sign with you.

We do not sell your data, do not use it to serve advertising, and do not use it to train machine-learning models — ours or a third party's.

5. Acceptable use

You agree not to:

• Reverse-engineer, decompile, or disassemble the Service or firmware (except to the extent this restriction is prohibited by applicable law).
• Access the Service by any means other than the interfaces + APIs we make available.
• Attempt to bypass authentication, rate limits, or other security measures.
• Scrape, crawl, or bulk-download data (other than via export features we provide).
• Use the Service to store, transmit, or process content that violates any law or infringes any third party's rights.
• Use another user's account without authorization.
• Reuse Homebase or Pass devices for any purpose other than the intended hallpass workflow, or resell them without our written consent.
• Test, benchmark, or publish comparative claims about the Service without our prior written consent.

We may suspend or terminate access if we reasonably believe you have violated this section.

6. Fees + payment

If your access to the Service is subject to a subscription or one-time fee, the specific amount, frequency, + payment method are set out in your order form or the checkout flow at the time you subscribe. All fees are non-refundable except where required by law or as expressly stated in your order form.

We may change our fees on 60 days' written notice; the new fees take effect on your next renewal.

7. Third-party services

The Service integrates with third-party services (Google OAuth, Anthropic AI, Cloudflare Turnstile, Resend, others as listed in our Privacy Policy §9). Your use of any such service through HallPal is also subject to that service's own terms + privacy policy. We are not responsible for third-party services' acts or omissions.

8. Intellectual property

The Service — including all software, firmware, hardware designs, trademarks, logos, documentation, + user-interface designs — is our property (or that of our licensors). Except for the limited licence to use the Service granted in these Terms, we grant you no rights in any of the above.

You retain all right, title, + interest in the data you input to the Service. You grant us a limited, worldwide, non-exclusive licence to host, copy, transmit, + display that data solely to provide the Service to you.

9. Feedback

If you send us suggestions, feature requests, or other feedback about the Service, we may use it without restriction or compensation to you. You will not receive any payment for feedback; you will not retain any ownership right in ideas we implement based on your feedback.

10. Termination

You may terminate your subscription at any time by writing to support@hallpal.divz.io. We may terminate for cause on 30 days' notice if you materially breach these Terms + do not cure the breach within that window, or immediately if you breach §5 (acceptable use) in a way that creates a risk to other users or to us.

On termination:

• Your right to access the Service ends immediately.
• We will make your school's data available for export for {{POST_TERM_EXPORT_WINDOW_DAYS}} days.
• After that window, we will delete your data per our retention policy (Privacy Policy §10).
• Sections that by their nature survive termination (fees owed, IP, confidentiality, warranty disclaimer, liability cap, indemnification, arbitration) survive.

11. Warranty disclaimer

THE SERVICE IS PROVIDED "AS IS" + "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from a course of dealing or trade usage. We do not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, this disclaimer applies only to the maximum extent permitted by law.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HallPal, its officers, directors, employees, + agents will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages (including lost profits, lost data, or business interruption) arising out of or related to the Service, even if we have been advised of the possibility of such damages.

Our total aggregate liability for all claims arising out of or related to the Service will not exceed the greater of (a) the amount you paid us for the Service in the 12 months preceding the claim, or (b) US $100.

Some jurisdictions do not allow limitation of liability for personal injury or gross negligence; nothing in this section limits our liability where such limitation would be unenforceable.

13. Indemnification

You will defend, indemnify, + hold harmless HallPal from any claim, demand, or damages (including reasonable attorneys' fees) arising from your use of the Service in violation of these Terms or in violation of applicable law. We will notify you promptly of any such claim; you will control the defence + settlement (provided the settlement does not impose non-monetary obligations on us without our consent).

14. Confidentiality

Each party will treat the other's confidential information with the same care it uses to protect its own confidential information of like importance (in no event less than reasonable care), use it only to perform its obligations under these Terms, + return or destroy it on termination. Confidential information does not include information that (a) is or becomes public through no fault of the receiving party, (b) the receiving party knew before disclosure, (c) is independently developed without use of the disclosing party's confidential information, or (d) is rightfully received from a third party without a duty of confidentiality.

15. Arbitration + class-action waiver

READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS + REMEDIES.

15.1 Agreement to arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") — except for the carve-outs in §15.4 — will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules + Procedures in effect at the time the arbitration is commenced.

Judgment on the arbitrator's award may be entered by any court of competent jurisdiction.

15.2 Class-action waiver

You + we agree that each may bring claims against the other only in your or its individual capacity + not as a plaintiff or class member in any purported class or representative action. The arbitrator has no authority to consolidate more than one person's claims or to preside over any form of class proceeding. If this class-action waiver is found unenforceable, then the entirety of §15 is null + void, and Disputes will be resolved in court under §17 — but any claim that could have been brought as a class action will be brought as an individual action.

15.3 Opt-out

You may opt out of this arbitration + class-action waiver by sending us written notice within 30 days of first accepting these Terms. Notice must be sent to {{ARBITRATION_OPTOUT_ADDRESS}} + must include your full name, the email address associated with your account, + an unambiguous statement that you decline to arbitrate. Opting out does not affect any other provision of these Terms.

15.4 Carve-outs

The following are NOT subject to arbitration:

• Small-claims-court actions brought within the small-claims court's jurisdictional limit + brought only in the party's individual capacity.
• Claims for injunctive relief to protect intellectual property or confidential information (either party may seek such relief in a court of competent jurisdiction).
• Any claim that federal or state law prohibits from being arbitrated.

15.5 Batched + mass arbitration

If 25 or more claimants file demands for arbitration against us + those demands raise substantially similar claims + are represented by the same or coordinated counsel, we + the claimants agree that the demands will be administered in batches of no more than 50 demands at a time. Filing fees will be assessed per batch, not per individual demand. This provision is intended to permit the fair + efficient administration of mass arbitration under a plaintiff-firm coordination scenario.

15.6 Governing arbitration law + seat

The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation + enforcement of this section. The seat of arbitration is {{ARBITRATION_SEAT_CITY}}, {{ARBITRATION_SEAT_STATE}}, USA. Unless you + we agree otherwise, hearings will be conducted via video-conference or, at the claimant's option, in the county where the claimant resides.

16. Modifications to these Terms

We may update these Terms from time to time. If we make material changes, we will (a) update the "Effective" + "Last updated" dates at the top, (b) notify signed-in administrators via in-app banner

• email, + (c) require re-consent on the next sign-in. Non-material changes take effect immediately on posting.

Your continued use of the Service after the effective date of a change constitutes your acceptance of the change. If you do not agree, your only recourse is to stop using the Service + (if applicable) request termination of your subscription.

17. Governing law + venue (for any claim outside arbitration)

These Terms are governed by the laws of {{GOVERNING_LAW_STATE}}, USA, without regard to its conflict-of-laws principles. Subject to the arbitration provision in §15, any Dispute that ends up in court will be brought exclusively in the state or federal courts sitting in {{VENUE_COUNTY}}, {{GOVERNING_LAW_STATE}}, and you + we consent to personal jurisdiction there.

18. General

• Entire agreement. These Terms (together with any order form, Privacy Policy, Data Processing Addendum, or district-specific agreement we sign with you) are the entire agreement between us regarding the Service + supersede any prior agreement on the same subject matter.
• Severability. If any provision of these Terms is unenforceable, the remaining provisions stay in effect.
• No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets.
• Notices. We give notices via email to your account address or via in-app banner. You give notices to us at legal@hallpal.divz.io or by mail to {{COMPANY_ADDRESS}}.
• Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.
• Independent contractors. These Terms do not create any agency, partnership, or employment relationship.

19. Contact

Legal + terms questions: legal@hallpal.divz.io Support: support@hallpal.divz.io Security: security@hallpal.divz.io Postal: {{COMPANY_ADDRESS}}