Terms of Use.

Acceptance of Terms

By accessing or using the HaleES platform, any Sensei-powered service, or any related application, API, or website operated by Hale Hospitality Technologies, Inc. ("HaleES," "we," "us," or "our"), you ("you" or "User") agree to be bound by these Terms of Use ("Terms"), our Privacy Policy, and all applicable supplemental policies referenced herein.

If you are entering into these Terms on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such case, "you" refers to both you individually and the entity you represent.

Definitions

Eligibility and Registration

You must be at least 18 years of age to use the Platform. By creating an account, you represent that you are at least 18 years old, that all registration information you provide is truthful and accurate, and that you will maintain the accuracy of such information throughout the term of use.

Organizations are responsible for ensuring that all Authorized Users meet the eligibility requirements set forth in these Terms and comply with all applicable laws and regulations in their respective jurisdictions.

Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify HaleES immediately of any unauthorized use of your account or any other breach of security.

The Platform supports multiple authentication methods including email and password, magic-link authentication, and third-party identity providers where available. Session tokens are issued upon successful authentication and expire according to the Platform's security configuration.

Role-Based Access

The Platform implements role-based access control ("RBAC"). Organizations may configure the following standard roles, each with escalating permissions: Staff/Worker (read access to assigned resources), Manager (read and write access to operational modules), Admin (full access including user and configuration management), and Owner (all Admin permissions plus billing and organizational controls). Custom permission configurations may be available depending on your subscription tier.

Platform Services and Availability

HaleES provides an operational intelligence platform for hospitality and related industries. The Platform consists of the following service categories, each of which may be available at different maturity levels:

Core Platform Modules

The Platform may include the following modules, each subject to the availability tier applicable at the time of your use:

• Sensei Decision Intelligence — AI-powered advisory and, where enabled, autonomous execution for operational decisions including scheduling, labor optimization, and workflow orchestration.
• RushSense — Demand forecasting and real-time operational analytics for labor deployment and resource planning.
• ShiftGenius — Scheduling optimization, labor cost tracking, and shift management tools.
• Concierge — Guest intelligence and experience management capabilities.
• AI Agency — Application and agent marketplace for discovering, installing, and managing operational tools and AI-powered capabilities.
• GigSpace — Workforce marketplace connecting organizations with independent contractors (see Section 9 for specific terms).
• Wallet — Financial transaction management, payout processing, and related payment capabilities (subject to phased availability).
• Communications (SICL) — Integrated messaging, voice, and transcription capabilities with consent-gated processing.

Edge-Ready Architecture

Certain Platform capabilities are designed to operate in local or edge-deployment configurations, enabling continued functionality during periods of limited or no internet connectivity. Edge-deployed instances synchronize with cloud services when connectivity is restored using a last-write-wins conflict resolution model.

Sensei Chat Services

Sensei Chat is a conversational AI service scoped to specific knowledge domains. The following Sensei Chat verticals may be available:

• Sensei Operations — Scoped to hospitality and restaurant management, including scheduling logic, rush handling, labor optimization, food cost management, guest experience, and operational training guidance.
• Sensei Homes — Scoped to residential property management, home maintenance, renovation guidance, and household operations.

Sensei Chat services may be available as standalone products (separate from the full HaleES Platform) with their own subscription tiers and usage limits.

Connected Integrations

Where enabled by you, Sensei Chat may connect to third-party services including but not limited to Slack, Google Drive, Linear, Git repositories, mapping services, and local file systems. By authorizing these connections, you grant Sensei read access (and, where explicitly configured, write access) to the connected services within the scope you define. You remain solely responsible for managing the permissions and data shared through connected integrations.

AI Intelligence, Autonomy, and Governance

Sensei's intelligence capabilities operate under a structured governance framework designed to maintain human oversight and control. All AI outputs produced by the Platform are probabilistic in nature and generated by machine learning models that may produce inaccurate, incomplete, or contextually inappropriate results.

Default Advisory Mode

By default, all Sensei capabilities operate in advisory mode. In this mode, Sensei presents recommendations, analysis, and suggested actions, but does not execute any operational changes without explicit human approval. Advisory mode is the baseline behavior for all Organizations and cannot be downgraded below this level of human oversight.

Limited Autonomous Execution

Organizations may opt in to limited autonomous execution for specific, pre-defined operational tasks. Autonomous execution is available only for routine, rules-based tasks and is subject to the following constraints:

• Autonomous execution must be explicitly enabled by an Organization Owner or Administrator.
• Each autonomous task operates within defined parameters, thresholds, and approval limits set by the Organization.
• All autonomous actions generate traceable state changes with full audit trails.
• Human override is available at all times and takes immediate precedence over any autonomous action.
• Organizations may revoke autonomous execution permissions at any time, effective immediately.

Prohibited Autonomous Actions

Sensei is prohibited from autonomously executing actions in the following categories regardless of Organization configuration: human resources decisions (hiring, termination, disciplinary action), legal decisions (contract execution, regulatory filings), medical decisions (health assessments, treatment recommendations), and financial decisions exceeding defined thresholds (large purchases, salary changes, significant budget reallocations) unless explicitly approved by a human decision-maker in real time.

Consent-Gated Processing

Certain AI processing features, including transcript enrichment, topic inference, and communication analysis, are consent-gated. These features are inactive by default and are only activated when the applicable consent mode is set to a level that permits such processing. When consent mode is set to "none," no AI enrichment processing occurs on the relevant data.

Audit Trails and Consent Logging

The Platform maintains audit records for consent-related events and AI governance actions. The following events are logged with timestamp, actor identity, and relevant context:

• Consent changes — any modification to consent mode settings, including who made the change, the previous state, and the new state.
• Autonomy configuration changes — any enabling, disabling, or modification of autonomous execution permissions, including the scope and parameters of the change.
• Autonomous execution events — each action taken by Sensei in autonomous mode, including the task executed, the parameters applied, the outcome, and whether human override was invoked.
• Terms acceptance — clickwrap acceptance of these Terms and any supplemental policies, including the version accepted, the timestamp, and the identity of the accepting party.
• Data access and export events — significant data access, export, and deletion actions performed by Authorized Users or system processes.

Audit records are retained for a minimum period consistent with the Organization's subscription tier and applicable legal requirements. Audit records are not subject to the default data retention periods described in Section 12 and are retained independently.

Marketplace and AI Agency

The HaleES Marketplace enables the discovery, installation, and management of first-party and third-party applications, AI agents, skills, and integrations. By using the Marketplace, you agree to the following additional terms:

Third-Party Applications

Applications published by third-party developers are not owned, operated, or endorsed by HaleES. Third-party applications are subject to their own terms of service, privacy policies, and support commitments provided by the respective developer. HaleES reviews applications for compliance with our Marketplace policies but does not warrant the functionality, security, accuracy, or fitness for purpose of any third-party application.

Installation and Permissions

When you install a Marketplace application, you may be granting that application access to your Organization's data within the scope described in the application's permission request. You are responsible for reviewing and understanding the permissions requested by each application before installation. Uninstallation revokes the application's access to your data going forward but does not retroactively affect data already processed by the application during the period of installation.

Developer Terms

Developers who publish applications to the Marketplace are subject to the HaleES Developer Distribution Agreement, which governs submission standards, review processes, revenue sharing (Developer receives 80% of net revenue; HaleES retains 20%), payout timing (Net 30 days), intellectual property obligations, and removal policies. HaleES reserves the right to remove, suspend, or refuse any application at any time for violation of Marketplace policies, quality standards, or applicable law.

GigSpace Terms

GigSpace facilitates connections between Organizations seeking independent contractors and individuals seeking independent work opportunities. By using GigSpace in any capacity, you agree to the following:

No Employment Relationship

Use of GigSpace does not create an employment, agency, partnership, joint venture, or fiduciary relationship between HaleES and any User, between Organizations and Workers, or between any parties using the service. Workers engaged through GigSpace are independent contractors and are solely responsible for their own tax obligations, insurance, licensing, and legal compliance.

Organization Responsibilities

Organizations using GigSpace are responsible for ensuring their use of independent contractors complies with all applicable federal, state, and local laws regarding worker classification, including but not limited to IRS guidelines, Department of Labor regulations, and any state-specific independent contractor tests. HaleES provides a technology platform only and does not provide legal advice regarding worker classification.

Access Controls and Revocation

Organizations may manage Worker access through the Platform's access control system, including the ability to suspend or terminate organizational access. Access revocation is non-destructive: a Worker's profile data and account are not deleted upon organizational access termination, though the Worker's access to that Organization's resources is immediately revoked. Workers may maintain their GigSpace profile independently of any single Organization.

Wallet and Payments

Financial transactions between Organizations and Workers facilitated through GigSpace are processed through the Platform's Wallet system, which is subject to phased availability. Specific terms regarding payout timing, micro-incentive programs, dispute resolution, and fee structures will be published as supplemental terms as these features reach general availability.

Billing, Subscriptions, and Payments

Access to Platform services is offered through subscription plans. By subscribing to any paid plan, you agree to pay the fees associated with that plan in accordance with the billing terms presented at the time of purchase.

Subscription Tiers

The Platform offers multiple subscription tiers including Free, Pro, Business, and Enterprise plans. Specific features, usage limits, and pricing for each tier are described on the Platform's pricing page and may change with reasonable notice. Enterprise agreements may include custom terms, pricing, and service-level commitments negotiated separately.

Payment Processing and System of Record

All payment processing is handled through Stripe, Inc., our third-party payment processor. By providing payment information, you agree to Stripe's terms of service in addition to these Terms. HaleES does not store complete credit card numbers or payment credentials on its own infrastructure.

Stripe is the system of record for all billing events. Subscription state, payment history, invoices, and entitlement changes are determined by Stripe webhook events verified through cryptographic signature validation. In the event of any discrepancy between Platform-displayed billing information and Stripe's records, the Stripe record governs. Internal entitlement grants are synchronized from Stripe events and are not independently authoritative.

Cancellation, Downgrade, and Consequences

You may cancel or downgrade your subscription at any time through the Platform's billing management interface. Upon cancellation, your subscription remains active through the end of the current billing period. Upon expiration, your account will be downgraded to the Free tier.

Downgrade consequences are deterministic and immediate upon tier change:

• Access to features and modules above your new tier is suspended immediately upon downgrade. This includes any installed Marketplace applications that require a higher tier.
• Data created using higher-tier features is retained but becomes read-only. You will not be able to create, modify, or export data using features not included in your new tier.
• Scheduled tasks, automated workflows, and autonomous execution configurations that depend on higher-tier capabilities are paused, not deleted. Upgrading restores them to their prior state where technically feasible.
• Storage limits applicable to your new tier take effect. If your existing data exceeds the storage allocation of your new tier, you will be given a reasonable grace period to reduce usage before access restrictions apply.
• Cancellation of a paid subscription that results in non-payment or expiry triggers an automatic downgrade to the Free tier with all consequences described above.

Refunds

Refund eligibility is evaluated on a case-by-case basis. Requests may be submitted through our support channels. HaleES is not obligated to provide refunds except where required by applicable law. Prorated credits may be issued at HaleES's discretion when downgrading between paid tiers mid-cycle.

Third-Party Integrations and Services

The Platform integrates with or depends upon various third-party services to deliver its functionality. These include, but are not limited to:

• Stripe — Payment processing, subscription management, and financial transaction handling.
• Twilio — SMS, MMS, and voice communication capabilities.
• OpenAI / Anthropic / Ollama — Large language model providers powering Sensei's AI capabilities.
• LiveKit — Real-time voice and video communication infrastructure.
• Supabase — Authentication and identity management services.
• Google Maps — Geolocation and mapping services.
• Email delivery providers — Transactional and notification email services.

HaleES is not responsible for the availability, accuracy, security, or performance of any third-party service. Outages, changes, or discontinuation of third-party services may affect Platform functionality. Each third-party service is governed by its own terms of service and privacy policy, which you may be bound by through your use of the Platform.

SMS and Voice Communications

By providing your phone number and opting in to receive text messages or voice communications from HaleES where required, you consent to receive operational and transactional SMS, MMS, and voice communications from HaleES, including authentication codes, support follow-ups, scheduling notices, service alerts, and other platform-related communications.

Message frequency may vary. Message and data rates may apply. Consent to receive these communications is not a condition of purchase.

You may opt out of SMS communications at any time by replying STOP. Reply HELP for help. Operational account, security, or service-related communications may still be provided through other supported channels where necessary to complete requested services, protect account integrity, or comply with law.

HaleES may use third-party communications providers and carrier networks to deliver messages and calls. Carrier delivery is not guaranteed and may vary by carrier, device, region, and network conditions.

Data, Privacy, and Security

Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, store, and protect your information. By using the Platform, you consent to the collection and use of your information as described in the Privacy Policy.

Your Data

You retain ownership of all Content you upload or generate through the Platform. By using the Platform, you grant HaleES a limited, non-exclusive license to process, store, and display your Content solely for the purpose of providing and improving the services you have requested.

AI Processing Transparency

Sensei processes your operational data to generate recommendations, forecasts, and insights. This processing occurs within the Platform's infrastructure and is subject to the consent controls you configure. We do not use your operational data to train general-purpose AI models that would be shared with or benefit other customers unless you explicitly opt in to such a program.

Data Retention and Enforcement

The Platform applies default retention periods to certain categories of data: messages (30 days), transcripts (90 days), recordings (365 days), and exports (30 days). These defaults are enforced programmatically through the Platform's retention engine and are not dependent on manual action.

Retention enforcement operates as follows:

• Retention periods are measured from the creation timestamp of each data record.
• Upon expiration, data is marked for deletion and removed through scheduled background processes. Deletion is not instantaneous and may take up to 72 hours after the retention period expires.
• Organizations on eligible subscription tiers may adjust retention periods within the minimum and maximum ranges defined for their tier. Retention adjustments apply prospectively and do not retroactively restore data already deleted.
• Data subject to active legal holds, pending dispute resolution, or regulatory preservation obligations may be exempt from automatic retention enforcement for the duration of the hold.

You may request deletion of your data at any time by contacting us. Deletion requests are processed within thirty (30) days, subject to any legal retention obligations. Deletion is permanent and irreversible.

Security Controls

HaleES implements security controls including role-based access control, audit logging, encrypted data transmission, and signed webhook verification. Our security posture reflects implemented controls and ongoing improvement processes. Specific compliance certifications and attestations are published on our Trust Center as they are achieved.

Acceptable Use

You agree not to use the Platform to:

• Violate any applicable law, regulation, or third-party right.
• Upload, transmit, or store any Content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable.
• Interfere with, disrupt, or place an unreasonable burden on the Platform or its infrastructure.
• Attempt to gain unauthorized access to any portion of the Platform, other accounts, or related systems.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.
• Use the Platform to build a competing product or service, or to benchmark the Platform for competitive purposes without written consent.
• Scrape, crawl, or use automated means to access the Platform or collect data from it without our express written permission.
• Circumvent, disable, or interfere with any security, access control, or rate-limiting features of the Platform.
• Use Sensei's AI capabilities to generate content that is misleading, fraudulent, or designed to deceive any person or system.
• Misrepresent Sensei's AI-generated outputs as human-generated professional advice, including but not limited to legal, medical, financial, or regulatory advice.

Intellectual Property

The Platform, including all software, designs, algorithms, documentation, and branding elements, is the intellectual property of Hale Hospitality Technologies, Inc. and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any ownership interest in the Platform.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform in accordance with these Terms and your active subscription. This license terminates automatically upon termination of your account or these Terms.

"HaleES," "Sensei," "RushSense," "ShiftGenius," "GigSpace," "Concierge," and "AI Agency" are trademarks of Hale Hospitality Technologies, Inc. You may not use these marks without our prior written consent.

Disclaimers and Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. To the fullest extent permitted by applicable law, HaleES disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, HaleES does not warrant that:

• The Platform will be uninterrupted, error-free, or free of harmful components.
• Any AI-generated output will be accurate, complete, reliable, or suitable for any particular purpose.
• The Platform will meet your specific requirements or achieve any particular business outcome.
• Use of the Platform will ensure compliance with any law, regulation, or industry standard.
• Data processed through the Platform, including forecasts, scheduling recommendations, and variance analyses, will be free from error or bias.
• Third-party integrations will remain available, compatible, or functional.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HALEES, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, including but not limited to loss of profits, revenue, data, business opportunities, goodwill, or other intangible losses, arising out of or in connection with your access to or use of (or inability to access or use) the Platform.

HALEES'S TOTAL AGGREGATE LIABILITY for all claims arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of (a) the total fees paid by you to HaleES during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

The limitations in this section apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if HaleES has been advised of the possibility of such damages.

Indemnification

You agree to indemnify, defend, and hold harmless HaleES, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your access to or use of the Platform.
• Your violation of these Terms or any applicable law or regulation.
• Your Content or any data you submit, upload, or transmit through the Platform.
• Your misclassification of workers engaged through GigSpace or any other labor law violation.
• Any third-party claim arising from the actions of Authorized Users within your Organization's account.
• Your reliance on AI-generated outputs for decisions in regulated domains without independent professional verification.

Dispute Resolution

Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact HaleES at Sensei@HaleHospitality.com and attempt to resolve the dispute informally for a period of at least thirty (30) days.

Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that cannot be resolved through informal resolution shall be resolved through binding arbitration administered by a mutually agreed-upon arbitration provider, in accordance with its then-current rules. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

You agree that any dispute resolution proceeding will be conducted solely on an individual basis and not as a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against HaleES.

Exceptions

Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction for claims involving intellectual property infringement or unauthorized access to the Platform.

Jurisdiction-Specific Riders

Certain jurisdictions may impose additional or different requirements regarding dispute resolution. Where applicable, jurisdiction-specific riders (including the California Jurisdiction Rider) are incorporated by reference and take precedence over conflicting provisions in this section to the extent required by applicable law.

Termination

You may terminate your account at any time by contacting us or using the account management features of the Platform. HaleES may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice, including but not limited to situations where we reasonably believe you have violated these Terms.

Upon termination:

• Your license to access and use the Platform terminates immediately.
• You remain responsible for any outstanding fees or obligations incurred prior to termination.
• HaleES may retain your data for a reasonable period following termination to comply with legal obligations, resolve disputes, and enforce agreements. After this retention period, your data will be deleted in accordance with our data retention policies.
• Sections of these Terms that by their nature should survive termination (including Sections 14 through 18) shall continue in full force and effect.

General Provisions

Modifications

HaleES reserves the right to modify these Terms at any time. Material changes will be communicated through the Platform, by email, or by other reasonable means at least thirty (30) days before they take effect. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles, except where superseded by jurisdiction-specific riders.

Entire Agreement

These Terms, together with the Privacy Policy, any applicable subscription agreement, and any supplemental policies referenced herein, constitute the entire agreement between you and HaleES regarding your use of the Platform and supersede all prior or contemporaneous agreements, representations, or understandings.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions continue in full force and effect.

Waiver

The failure of HaleES to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of HaleES. HaleES may assign these Terms without restriction.

Force Majeure

HaleES shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet service disruptions, third-party service outages, or labor disputes.

Contact

Questions or concerns regarding these Terms should be directed to:

Hale Hospitality Technologies, Inc.
Email: Sensei@HaleHospitality.com
Website: halehospitality.com