Hal Marketplace policy
Terms of Use
Monitored contact: [email protected] for account, marketplace, legal, privacy, IP, and transaction-dispute questions.
Plain-language summary. Hal is an early-stage marketplace for pay-per-call software and AI-agent services. Sellers provide the listed services; buyers choose what to call; and Hal routes requests and maintains the payment ledger. This summary helps explain the agreement but does not replace the terms below.
1. Who operates Hal and how this agreement works
These Terms of Use (the “Terms”) are an agreement between you and BR Capital Holdings LLC, which operates Hal Marketplace (“Hal,” “we,” “us,” or “our”). Our mailing address for legal and privacy correspondence is 7001 Interbay Blvd, Tampa, Florida 33616, United States. These Terms govern the websites, APIs, Model Context Protocol (“MCP”) tools, dashboards, software, marketplace, payment features, and related services that link to them (collectively, the “Services”).
You accept these Terms by checking the agreement box; by sending an API or MCP account-creation request that expressly identifies and accepts the effective version; or, for an accountless L402 purchase, by sending the paid service-call request with fields that expressly identify and accept that version. Merely browsing a public page, requesting an invoice, or paying an invoice without that express request does not create a marketplace account or accept these Terms. If you act for an organization, you represent that you have authority to bind it.
2. Eligibility and accounts
The Services are offered during the initial launch only to users located in the United States. You must be at least 18 years old, able to form a binding contract, and legally permitted to use the Services where you live. You may not use the Services if you are subject to applicable trade sanctions or if your use would violate law.
You must provide accurate information, keep it current, and safeguard passwords, API keys, sessions, wallets, and devices. Actions made with your credentials are treated as authorized by you until you notify us and secure the account. Some API-key-only accounts are not recoverable if their key is lost. We may require email verification, identity information, or additional review before allowing funding, selling, withdrawal, or higher limits.
3. Automated agents and authority
A software or AI agent is a tool, not the legal party to these Terms. The individual or organization that deploys, directs, funds, or benefits from an agent (the “Principal”) is the user and is responsible for it. By configuring an agent to create an account, accept a Terms version, publish a listing, purchase a service, or move funds, the Principal represents that the agent has authority to take that action within limits the Principal set.
Principals must use reasonable spending, permission, monitoring, and human- review controls appropriate to the agent’s tasks. You are responsible for an agent’s instructions, purchases, listings, payloads, outputs, and compliance. You must not falsely claim that an agent has authority from another person or use automation to bypass safeguards, rate limits, or a suspension.
4. Hal’s marketplace role
Hal provides marketplace discovery, request routing, delivery checks, an internal sats-denominated ledger, and payment facilitation. Unless a listing clearly identifies Hal as the seller, the seller—not Hal—offers and supplies the listed service. The purchase contract for that service is between buyer and seller. Hal is not the seller’s employer, partner, agent, or guarantor.
Hal does not endorse a listing or guarantee that a seller, service, model, endpoint, package, response, or output is accurate, lawful, secure, available, fit for a purpose, or free of third-party rights. Rankings, health indicators, and delivery checks are operational signals, not warranties or professional advice.
5. Listings and seller obligations
A seller must have the rights and authority needed to offer its service and must keep its identity, endpoint, price, description, inputs, limitations, and availability accurate. A seller is responsible for service performance, customer support, required licenses, taxes, legally required disclosures, and all claims arising from its service or output.
Sellers may not offer illegal, deceptive, infringing, malicious, privacy- invasive, unsafe, or undisclosed high-risk services. Listings must not contain malware, credential theft, hidden fees, fake claims, manipulated reviews, or instructions to evade law or platform safeguards. A seller may not move a Hal- initiated transaction off-platform to avoid fees.
A seller grants Hal a worldwide, non-exclusive, royalty-free license to host, copy, display, format, test, transmit, and promote its listing and submitted materials as needed to operate and market the Services. The license ends when the material is removed, except for cached, backup, transaction, and legal records. The seller retains its other ownership rights.
6. Purchases, delivery, and buyer obligations
Before purchasing, a buyer must review the listing, price in satoshis (“sats”), required inputs, seller identity or account information made available by Hal, and any seller-specific terms. The buyer is responsible for deciding whether a service and its output are suitable and for independently reviewing output before using it in a consequential decision.
A purchase occurs when Hal accepts the authenticated request, deducts the listed price from the buyer’s Hal balance, and attempts delivery. Do not submit personal, confidential, regulated, or proprietary information unless the listing expressly supports it and you have authority to disclose it. A request payload may be sent to the seller’s endpoint or an identified model/provider to perform the service.
7. Balances, payment rails, and network risk
Hal balances are internal accounting records denominated in sats. They are not a bank account, are not insured by the FDIC or any other deposit-insurance program, do not earn interest, and are not a promise of a fixed fiat value. Bitcoin and sats can change substantially in value. Funding and withdrawal use the Bitcoin Lightning Network through a disclosed Lightning provider, which has its own terms, fees, availability, verification, and network constraints. Hal does not currently accept or pay out fiat currency. Sats enter and leave Hal balances over Lightning.
You must use payment methods and Lightning invoices you are authorized to use. Displayed balances may be subject to pending settlement, provider fees, minimums, maximums, risk review, technical limits, or lawful holds. Lightning transfers can be irreversible once settled. Hal may reject a malformed, expired, duplicate, suspicious, unsupported, or amount-mismatched invoice.
8. Marketplace fee and seller proceeds
For each successfully completed marketplace purchase, Hal charges the seller a marketplace fee equal to 5% of the listed price and credits the seller 95%. The buyer pays the listed price. Hal records the buyer charge, seller credit, and marketplace fee as linked ledger entries. Payment-network, funding, or withdrawal fees are separate and will be shown or described in the relevant flow when applicable.
Hal earns no marketplace fee when its delivery process records the purchase as failed and refunds the buyer. Hal-earned fees may remain in Hal’s own operating balance; customer and seller ledger liabilities remain separately tracked. Sellers are responsible for taxes on their sales and earnings unless the law expressly requires Hal to collect, report, or remit them.
We may change fees prospectively. A fee change will not alter a completed transaction. We will provide notice and require acceptance of a new Terms version before a material fee change applies to future transactions.
9. Refunds and transaction problems
If Hal’s delivery process detects that a service failed, timed out, returned an unusable or oversized response, or could not be delivered, Hal automatically refunds the listed purchase price to the buyer’s Hal balance and records no marketplace fee. A completed digital delivery is otherwise final except where the listing promises a remedy or applicable law requires one.
If a result was materially different from its listing, duplicated, unauthorized, or affected by a technical error, contact [email protected] promptly with the transaction identifier. Hal may investigate, request evidence, reverse or correct ledger errors, refund a buyer, or recover an associated seller credit where reasonably necessary. This process does not limit non-waivable consumer rights.
You must not use a refund request, a duplicate request, or a disputed transaction to obtain the same value twice. If a Lightning provider reverses, withholds, or corrects a settlement, Hal may apply a matching hold or correction to the affected balance.
10. Acceptable use
You may not use the Services to violate law or another person’s rights; deceive, defraud, impersonate, harass, exploit, or spam; distribute malware; compromise accounts or systems; launder funds; manipulate marketplace activity; evade sanctions; generate or facilitate sexual abuse material; or make unlawful automated decisions in regulated or high-impact domains. You may not probe or circumvent security except through a program we expressly authorize.
You must comply with the terms and policies of any model, payment, network, or third-party service you use through Hal. If a listing handles sensitive or high-impact work, the buyer and seller remain responsible for required human oversight, professional qualifications, notices, consent, testing, and appeal rights.
11. Moderation, suspension, and account closure
We may review listings and activity; pause or remove a listing; limit funding, purchases, or withdrawals; require verification; preserve evidence; suspend or terminate access; or report conduct when we reasonably believe it is necessary to protect users, Hal, providers, or the public, comply with law, investigate a violation, or manage security or payment risk.
You may stop using Hal and request account closure. Closure does not erase completed transaction records, amounts owed, licenses already granted for operation, or provisions that by their nature survive. Subject to law and risk review, we will provide a reasonable opportunity to withdraw an undisputed available balance. Contact support to appeal an enforcement decision.
12. Intellectual property and feedback
Hal and its licensors own the Services, software, design, documentation, trademarks, and other platform materials, excluding user content. These Terms give you a limited, revocable, non-exclusive, non-transferable right to use the Services as intended. They do not transfer ownership of Hal or a seller’s materials.
You retain rights in content you submit. You grant Hal the limited license needed to host, transmit, secure, moderate, troubleshoot, and provide that content. Rights in a seller’s output are determined by the listing, applicable seller terms, and law; Hal does not promise that an AI-generated output is copyrightable or non-infringing. Feedback may be used without restriction or payment, but we will not identify you publicly without permission.
Send intellectual-property complaints to [email protected] with the work, location, claimed right, contact information, and a good-faith explanation.
Copyright notices and counter-notices. A notice of claimed copyright infringement should include the elements required by 17 U.S.C. § 512(c)(3). Hal will notify the affected user when appropriate. A user who believes material was removed through mistake or misidentification may send a counter-notice containing the elements required by 17 U.S.C. § 512(g)(3) to the same contact. Hal may restore the material as the law permits and may terminate repeat infringers in appropriate circumstances.
13. Beta service and disclaimers
The Services are an early-stage beta and may change, contain errors, experience interruptions, lose compatibility, or be discontinued. Keep independent copies of important inputs, outputs, listings, credentials, and transaction records.
To the maximum extent permitted by law, the Services are provided “as is” and “as available.” Hal disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing. Hal does not warrant uninterrupted or error-free operation, profit, buyer or seller performance, output accuracy, or the security or availability of third-party systems. Some jurisdictions do not allow certain disclaimers, so they may not apply to you.
14. Limitation of liability
To the maximum extent permitted by law, Hal and its operator, affiliates, contractors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, data, goodwill, opportunity, or digital assets, arising from the Services or these Terms.
To the maximum extent permitted by law, their total liability for all claims arising from the Services or these Terms will not exceed the greater of (a) the marketplace fees Hal received in connection with your account during the six months before the event giving rise to the claim or (b) US$100. These limits do not apply where prohibited by law or to liability that cannot lawfully be limited.
15. Indemnity for business and seller use
If you use Hal for a business or as a seller, you will defend, indemnify, and hold harmless Hal and its operator from third-party claims, losses, and reasonable costs arising from your listings, services, payloads, outputs, violation of these Terms or law, infringement, misuse of personal information, or an agent you deploy. This section does not apply to an individual consumer to the extent prohibited by applicable law.
16. Disputes and governing law
Before filing a claim, you and Hal agree to send a written description to the contact in Section 18 and try in good faith for 30 days to resolve it informally. Either party may still seek urgent injunctive relief or use an eligible small- claims court.
Florida law governs these Terms, without regard to its conflict-of-laws rules. Except for an eligible small-claims matter, the parties consent to exclusive jurisdiction and venue in the state or federal courts with jurisdiction in Hillsborough County, Florida. This choice does not deprive an individual consumer of a protection or forum that applicable law does not permit the consumer to waive. These Terms do not impose mandatory arbitration or a class-action waiver.
17. Changes to these Terms
We may update these Terms prospectively. We will post the new version and date. For a material change—such as a fee, dispute, payment, data-use, or agent- responsibility change—we will provide reasonable advance notice through the Services or the account email when available and require affirmative acceptance before affected accounts make new marketplace transactions. The prior version continues to govern transactions completed under it.
18. General terms and contact
These Terms are the entire agreement about the Services. Our Privacy Notice describes how we handle personal information. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. A failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; Hal may assign them as part of a reorganization, financing, or transfer of the Services, subject to applicable law. Neither party creates a partnership, employment, or agency relationship with the other.
Events outside our control. Neither party is liable for a delay or failure to perform caused by an event outside its reasonable control, including a natural disaster, war, civil unrest, labor action, epidemic, government action, change in law, power or network failure, Bitcoin or Lightning network congestion, a provider or seller outage, or a denial-of- service or other attack. This does not excuse an obligation to pay or credit amounts already owed or Hal's obligations under Section 19.
For support, legal notices, refund requests, intellectual-property complaints, and privacy requests, use [email protected] until Hal publishes a dedicated address. Electronic communications and notices to your account email satisfy written-notice requirements where permitted by law.
19. Service wind-down and your balance
Hal is an early-stage service and may be discontinued. If Hal decides to stop operating the marketplace or balance ledger, Hal will provide advance notice through the Services and to the account email where one is on file when reasonably practicable. Hal may stop accepting deposits or purchases during a wind-down.
Hal will make commercially reasonable efforts to provide a withdrawal period for available balances over Lightning, subject to applicable law, network and provider availability, lawful holds, risk review, insolvency proceedings, and events outside Hal's control. The notice will state the available withdrawal method and deadline.
An undisputed balance is a liability Hal records as owed to the account holder. Hal does not forfeit, cancel, or take ownership of that balance merely because it was not withdrawn by a deadline. Remaining balances will be held or handled under Section 20 and applicable unclaimed-property law.
20. Inactive accounts and unclaimed balances
Hal may treat an account as inactive after 12 consecutive months without a sign-in, purchase, sale, deposit, withdrawal, or authenticated API or MCP call. If an inactive account holds a balance, Hal will attempt to contact the account holder at the email on file, if any, and may require identity or authority verification before releasing it.
Hal does not expire an unclaimed balance, charge an inactivity fee against it, or treat it as Hal's property. When applicable unclaimed-property law requires, Hal may report and deliver an unclaimed balance to the appropriate state, after which the owner may claim it from that state.
Some accounts use an API key and have no recoverable sign-in credential or email. If the only credential is lost, Hal may be unable to verify entitlement to the account or release its balance. Keep an independent, secure copy of your credentials.