{"schema":"haltseal.pilot-contract.v1","title":"Integration Pilot Agreement","version":"2026-10-08.1","effective_date":"2026-10-08","terms_url":"https://haltseal.com/pilot/terms/2026-10-08.1/","document_url":"https://haltseal.com/assets/legal/pilot/2026-10-08.1.json","operator":{"legal_name":"HALTSEAL Inc.","jurisdiction":"Delaware corporation","registered_office":"8 The Green, Suite B, Dover, DE 19901, United States","notice_email":"scott@haltseal.com"},"offer":{"offer_id":"HS-PILOT-2026-10","currency":"USD","price_minor":250000,"business_days_after_readiness":10,"workflow_limit":1,"software_path_limit":2,"scope":"nonproduction-evaluation","payment_method":"stripe-hosted-one-time-checkout","terms_version":"2026-10-08.1","receipt_milestones_minor":{"workflow_scope":50000,"recovery_records":150000,"written_decision":50000},"software":"pinned-local-payment-api-and-sdk-evaluation","production_activation_included":false,"assessment_required":false},"acknowledgement":"I control the contact email provided, am authorized to bind the named customer to this business purchase, and accept this Integration Pilot Agreement, including its scope, readiness, refund and responsibility terms. I acknowledge the Privacy Notice.","sections":[{"id":"parties-and-order","title":"1. Parties and your order","paragraphs":["This agreement is between HALTSEAL Inc. (HALTSEAL, we or us) and the legal entity or sole proprietor identified as the customer before checkout (you). Enter the full legal name, an authorized contact and an email you control. The person accepting confirms authority to bind that customer; authority alone does not create a personal guarantee. This standard pilot is offered for business use. If mandatory consumer protections nevertheless apply, they are preserved.","Your affirmative scope acknowledgements and successful payment form this standard order. The order record identifies the customer, contact, accepted agreement and offer, acceptance time, payment reference and confirmation. The accepted version remains available at the versioned terms address and in your private order copy. Merely viewing this website, making an inquiry or speaking to the AI guide does not buy services.","A separate agreement signed by both parties that expressly covers this order takes precedence where it conflicts. Otherwise, this agreement and the recorded offer govern paid work; the mutually accepted readiness scope identifies the paths, cases and kickoff within that offer. Readiness emails do not change fees, refunds, liability, confidentiality or intellectual-property terms unless both authorized parties expressly agree to the change. Purchase-order boilerplate is not accepted by receiving a purchase order or payment. Website Terms govern website use; component licenses govern their components. The Privacy Notice explains processing and does not expand permitted pilot inputs."]},{"id":"scope-and-deliverables","title":"2. Scope and deliverables","paragraphs":["You purchase one nonproduction workflow evaluation, covering up to two agreed customer-controlled software paths, using the reviewed local Payment API and the published Python or JavaScript SDK. We provide a written workflow scope and common payment mapping; records of the agreed recovery cases, observations and remaining conditions; and a written integration decision identifying findings, exclusions and recommended next work. Setup assistance and a joint exercise within this scope are included.","A HOLD, blocked path, uncovered condition or inconclusive result can be a correct finding. We do not promise a favorable result, avoided loss, legal or regulatory certification, or production protection. Conclusions apply only to the identified versions, environments, inputs and cases. Your team remains responsible for business decisions, independent validation and any later deployment.","Native bank or provider adapters and qualification, manual portal integration, production enforcement or hosting, production API credentials, custom SDK development, extra workflows or paths, ongoing support and availability commitments require a separate written scope. Payment does not activate any of them."]},{"id":"participation-and-readiness","title":"3. Participation, readiness and timing","paragraphs":["Provide a payment owner, an integration engineer able to participate, a permitted nonproduction setup, the mapping of the same payment across the included paths, and authorized synthetic or sanitized inputs. Use online forms only for non-confidential business context. Do not submit credentials, live account details, raw invoices, customer identifiers, personal data about others or unredacted provider responses. Confidential exchange or system access requires separately agreed handling, a suitable channel and explicit access authorization before it occurs. If processing personal data on your behalf becomes necessary, appropriate processing and transfer terms must be agreed before that processing; this pilot does not itself authorize it.","After payment and complete setup, we aim to review readiness within five business days. Both parties must accept the exact included paths, recovery cases, required permissions, readiness and kickoff date in writing. Payment or a unilateral start does not begin the delivery clock. If the standard scope cannot fit and no acceptable kickoff is agreed, we cancel and refund the full fee. You may also cancel for a full refund at any time before the agreed kickoff.","We will deliver within ten business days after the mutually accepted kickoff, counting from the next business day. A business day is Monday through Friday, excluding United States federal holidays, measured in America/New_York time. The readiness-review aim is not an availability service level.","If missing customer inputs or participation prevent agreed work, we promptly explain the affected task and pause only the affected delivery time. We confirm the remaining work and revised date with you; extra fees or scope need your written acceptance. If the block continues for twenty business days after our written request for the needed participation, either party may end the affected work under section 6. A delay does not by itself make an unfinished milestone complete."]},{"id":"price-and-payment","title":"4. Price and payment","paragraphs":["The standard order is $2,500 USD, charged once through Stripe-hosted checkout. It creates no recurring subscription. The total appears before payment; we do not charge additional processing fees, expenses or extra work without a separate accepted order. HALTSEAL remains responsible for taxes it is legally required to collect or pay, and you remain responsible for taxes the law directly requires you to self-assess or withhold. Required tax treatment must be addressed in the disclosed total or a separately agreed order before payment; this clause does not authorize an undisclosed later surcharge or override tax law.","Payment is confirmed from the payment provider, not a success-page address. Delayed payment methods may remain pending. Work starts only after payment confirmation and the readiness process. Stripe provides the paid invoice when available; an invoice or email delay does not erase a confirmed order. Any refund is initiated through the original payment method. You may use lawful payment-dispute rights; please contact us so we can reconcile a suspected error. Neither party may recover twice for the same loss."]},{"id":"completion-and-quality","title":"5. Completion and quality","paragraphs":["A milestone is complete only when we have actually performed its agreed work and delivered its materially conforming written output. An empty file, materially incomplete record or report outside the agreed scope is not completion. No silence, automated status or passage of time is deemed acceptance. The allocations are $500 for the written workflow scope, $1,500 for the agreed recovery test records, and $500 for the written integration decision, totaling $2,500.","We will perform the services with reasonable professional skill and care and materially conform to the agreed scope. Tell us in reasonable detail about a material defect within thirty days after delivery of the affected milestone. We will correct or reperform it without additional charge within ten business days after receiving enough detail to investigate, or another reasonable period you accept in writing. If we cannot do so, you may end the affected work and receive its allocated fee back. A scientifically correct adverse or inconclusive finding is not a defect merely because it is unfavorable.","Correction or reperformance followed, if necessary, by an affected-fee refund is the contractual remedy for this service-quality warranty, subject to section 12 and rights that cannot lawfully be limited. This notice period does not shorten mandatory rights or time limits for other claims. We make no further warranty of uninterrupted operation, production suitability, prevented duplicate payments or fitness for an unagreed use, to the extent such disclaimers are lawful. The express service-quality promise above and separate component licenses remain effective."]},{"id":"cancellation-and-refunds","title":"6. Cancellation, termination and refunds","paragraphs":["Before the mutually accepted kickoff, cancellation by you or by HALTSEAL returns the full pilot fee, including if readiness is unsuitable. After kickoff, you may stop the pilot by written notice. We provide completed, materially conforming milestones and retain only their stated allocations; all uncompleted or materially nonconforming milestones are refunded. Time spent, internal preparation or simply opening a task does not earn a milestone allocation.","Either party may terminate for a material breach that is not corrected within ten business days after a notice describing it. An incurable material breach may be terminated immediately. We may pause affected work immediately where reasonably necessary to prevent unauthorized access, a material security risk or unlawful conduct, and explain the reason as soon as legally permitted. If HALTSEAL stops for its own convenience or cannot deliver, the same completed-milestone rule and defect remedies apply. Neither a pause nor termination forfeits a refund already due.","Email scott@haltseal.com with your order reference to cancel, report a defect or request reconciliation. We aim to determine an undisputed refund promptly and initiate it within ten business days after the amount is determined. Provider and bank posting times are separate. On any termination, each party stops unauthorized use of the other's material, and we return or delete confidential information as section 7 requires. Paid, conforming deliverables retain their section 8 license unless an infringement remedy expressly concerns them."]},{"id":"confidentiality","title":"7. Mutual confidentiality","paragraphs":["Confidential information is nonpublic information disclosed for this pilot that is marked confidential or reasonably understood to be confidential from its nature and circumstances. Each recipient uses it only to perform or receive this pilot, protects it with reasonable care, and discloses it only to personnel, permitted service providers and professional advisers who need it for that purpose and are bound by confidentiality duties at least as protective. Each party is responsible for its recipients. We do not use your confidential information to train a general-purpose model or for unrelated customers without your separate written permission.","These duties do not cover information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the information, or is lawfully received from another source without confidentiality restrictions. A legally compelled disclosure must be limited to what is required; the recipient gives advance notice where lawful and reasonable assistance at the discloser's expense to seek protection. These duties do not prevent lawful whistleblowing, protected reporting or cooperation with authorities.","On written request or termination, the recipient returns or deletes confidential information within a reasonable time. It may retain the minimum records required by law or for accounting, disputes and professional recordkeeping, and copies in routine backups until their ordinary deletion cycle, with access restricted and these protections continuing. Ordinary confidentiality lasts three years after the pilot ends; trade secrets remain protected for as long as they qualify under applicable law. An unauthorized disclosure affecting the pilot is reported to the other party without undue delay after discovery, with reasonable cooperation to limit its impact. No public logo use, customer name, testimonial or case study is authorized without the other party's written permission. The public AI guide and general inquiry forms are not approved confidential exchange channels."]},{"id":"materials-and-use-rights","title":"8. Materials and deliverable use rights","paragraphs":["Each party retains the rights it owns in its pre-existing material, software, methods, know-how and independently developed improvements. You retain your rights in customer inputs. You grant us only the rights needed to use authorized inputs to perform this pilot and maintain required order records, subject to confidentiality. Each party must have the authority to supply its material for this agreed use. This agreement does not purport to transfer rights a party does not own.","For paid, conforming written deliverables, HALTSEAL grants you a perpetual, worldwide, nonexclusive, royalty-free right to use, reproduce and adapt them for your internal business, integration planning, procurement, legal, security, compliance and audit purposes. You may share them with your personnel and professional advisers under appropriate confidentiality duties. Preserve the identified test scope, versions, exclusions and limitations when relying on or sharing findings. The license is not a right to resell our service or claim certification of an untested system.","Downloaded SDKs, third-party software and separately supplied evaluation components retain their supplied licenses. This agreement neither restricts rights granted by an MIT or other open-source license nor grants production or redistribution rights in a separately restricted local evaluation service. A deliverable's internal-use license does not replace those component licenses. Optional feedback grants no rights in confidential information beyond this agreement."]},{"id":"providers-and-records","title":"9. Providers, security and order records","paragraphs":["We remain responsible for our agreed services when we use contractors or providers. Cloudflare stores commercial order records, Stripe processes payment and billing, and Resend sends transactional mail, as described at https://haltseal.com/privacy/#pilot-purchases. These services do not give HALTSEAL payment authority over your production systems. Reasonable security care is part of performing this agreement; the public Security page does not add an uptime guarantee, certification or unagreed security schedule.","The private order record preserves your supplied customer/contact identity, affirmative acceptance time and notice, the full accepted agreement and offer, and a SHA-256 document digest. A digest detects a document mismatch; it does not independently verify identity, authority or delivery. The accepted terms and order copy can be read or downloaded from the authorized order page; terms are also linked in transactional order mail. Commercial records remain separate from free workspace deletion, subject to lawful retention, privacy requests and access controls. Earlier orders keep their actual original records; this revision does not invent missing historical identity or consent evidence."]},{"id":"third-party-claims","title":"10. Limited third-party intellectual-property claims","paragraphs":["Subject to section 12, each party will defend the other against a third-party claim that material it supplies for authorized use in this pilot infringes a copyright or misappropriates a trade secret, and pay finally awarded damages, approved settlements and reasonable defense costs. HALTSEAL's obligation covers its original paid written deliverables; yours covers your supplied inputs. Separately licensed software is governed by its supplied license, not this defense promise. No patent or production-system indemnity is included.","The promise does not cover a claim caused by unauthorized use, changes not made or authorized by the supplying party, or a combination with other material if the claim would not arise from the supplied material alone. Give prompt notice, let the defending party control the defense with competent counsel, and provide reasonable cooperation at its cost. Late notice reduces the duty only to the extent it materially prejudices the defense. The other party may participate with its own counsel at its expense. A settlement that admits fault, imposes a nonmonetary obligation or fails to release the other party needs that party's consent, not unreasonably withheld.","If a HALTSEAL deliverable is subject to such a claim, we may obtain continued use rights, provide a materially equivalent replacement or correction, or end the affected deliverable license and refund its allocated fee if those options are not reasonably available. Unaffected deliverables and customer material remain yours to use under their terms. This procedure does not remove nonwaivable rights or the uncapped exclusions in section 12."]},{"id":"permitted-use","title":"11. Permitted use and applicable law","paragraphs":["Each party will comply with laws applicable to its performance, including relevant export controls, sanctions and anti-corruption rules. You may authorize access only to systems and material you are entitled to permit us to use. No production transfers, circumvention of another party's controls, unlawful testing or live customer data are authorized by this order. We may decline a transaction that cannot lawfully be performed and reconcile any payment under section 6."]},{"id":"responsibility","title":"12. A proportionate allocation of responsibility","paragraphs":["To the extent permitted by law, each party's aggregate liability arising from this order, across all legal theories, is limited to the fees paid or payable for this order ($2,500). For direct losses from breach of section 7 and monetary obligations under section 10, the combined aggregate limit is twice that fee ($5,000). This higher limit replaces the ordinary limit for those claims; it is not an additional amount for each claim. All claims subject to a cap, taken together, cannot exceed $5,000, and ordinary claims remain subject to their $2,500 limit.","Subject to the exceptions below, neither party is liable for indirect, special, incidental, consequential or punitive damages, including lost profits or business interruption of that nature. Reasonable direct costs are not excluded solely because they concern confidentiality. Defense costs and settlements under section 10 count toward its stated cap.","Neither the caps nor the damage exclusions apply to fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or liability or remedies that cannot lawfully be limited. They do not reduce your obligation to pay the agreed fee or our obligation to provide the express refunds in sections 5, 6 and 10. They do not prevent either party from seeking available injunctive or other equitable relief for misuse of confidential information or intellectual property. Mandatory statutory rights remain intact. The limits reflect this small, fixed-price, nonproduction evaluation and do not amend another order or component license."]},{"id":"disputes-and-notices","title":"13. Disputes, law and notices","paragraphs":["We first seek a practical resolution. Send a dispute description and requested resolution to scott@haltseal.com; we will contact your recorded business contact. The parties will try in good faith to resolve it for thirty days. This process does not prevent urgent relief, a payment-provider dispute, compliance with a filing deadline or exercise of a mandatory right.","Delaware law governs this agreement, excluding conflict-of-laws rules. State courts in Delaware, or federal courts located in Delaware where they have subject-matter jurisdiction, are the exclusive forum for disputes under it, subject to mandatory protections and forum rights applicable to you. The parties consent to those courts' personal jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This agreement imposes no arbitration, class-action waiver or jury-trial waiver.","Contract notices may be sent to scott@haltseal.com for HALTSEAL and to the customer contact email in the order, or an updated address communicated in writing. A notice is effective on acknowledgement or the next business day after sending if no delivery failure is received. If delivery fails, use another agreed channel; our registered office is identified above. Formal service of legal process remains governed by applicable law. A payment email different from the authorized contact does not change the named customer or its accepted agreement."]},{"id":"general-provisions","title":"14. General provisions","paragraphs":["The parties are independent contractors. Neither creates an agency, partnership or employment relationship or may bind the other beyond this agreement. Neither may assign this order without the other's written consent, not unreasonably withheld, except to a successor in a merger or sale of substantially all relevant assets that assumes the obligations. The assigning party gives notice, and assignment does not reduce existing rights. Changing the website operator does not itself assign an order.","A party affected by an event beyond its reasonable control must promptly explain its effect and take reasonable steps to reduce delay. Lack of funds, ordinary staffing shortages and avoidable provider failures are not excuses. Refund obligations and confidentiality duties continue. If the affected work cannot resume for thirty days, either party may terminate it under section 6.","This agreement, the recorded offer, accepted readiness scope and any expressly overriding signed agreement form the entire agreement for this standard order. Changes require express written agreement of both parties. An invalid provision is limited or severed only as necessary; the rest remains effective. A waiver must be express and does not waive a later breach. Accrued refunds and payments, confidentiality, deliverable licenses, claims, liability and dispute provisions survive to the extent needed to give them effect. There are no third-party beneficiaries."]},{"id":"versions-and-contact","title":"15. Versions and contact","paragraphs":["This version applies to new orders accepted after publication or its stated effective date, whichever is later. Publishing a new version does not change an accepted order, add an unagreed fee or rewrite earlier consent. The versioned agreement and recorded offer remain the reference for your order. Questions about fit, procurement, cancellation or your order copy are welcome at scott@haltseal.com or https://haltseal.com/contact/."]}]}