Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") form a binding legal agreement between you ("you" or "your") and The Hall Pass, including its owners, operators, affiliates, parents, subsidiaries, members, managers, officers, directors, employees, agents, contractors, and representatives (collectively, "The Hall Pass," "we," "us," or "our"). The Terms govern your access to and use of our pre-launch landing page, reservation list, communications, and any related services, websites, content, and materials offered by us in connection with the proposed Hall Pass venue and brand in or around Hayward, California (collectively, the "Services").

By submitting information through our reservation form, providing consent to receive communications, or otherwise using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services.

2. Pre-Launch Nature; No Guarantee

The Services are a pre-launch interest list. The Hall Pass is not yet open. Joining our list does not guarantee admission, entry, membership, reservations, tickets, products, services, pricing, or availability of any kind. All opening dates, operations, programming, pricing, products, services, hours, capacity, and policies are subject to change or cancellation at our sole discretion, with or without notice, and may be delayed, modified, suspended, or never offered. We make no representation, warranty, or commitment that we will open, operate, or continue to operate.

3. Eligibility

You represent and warrant that you are at least 21 years of age, are a resident of the United States, have the legal capacity to enter into these Terms, and will use the Services only for lawful purposes consistent with these Terms. If you provide a telephone number, you represent and warrant that you are the regular user and account holder of that number and that you are authorized to consent to receive automated messages on that number.

4. Marketing Communications Consent

When you submit our reservation form with the consent box checked, you expressly agree to receive recurring marketing and transactional emails and automated text messages (SMS/MMS) from The Hall Pass regarding launch updates, reservations, openings, events, promotions, and related announcements. Consent is not a condition of any purchase. Message and data rates may apply. Message frequency may vary. Reply STOP to unsubscribe from texts or HELP for help. You may unsubscribe from emails using the link in any marketing email.

5. Permitted Use

You agree not to, and not to attempt to, do any of the following:

• Use the Services for any unlawful, deceptive, or fraudulent purpose, or in violation of any law, regulation, or right of any party.
• Submit false, misleading, or impersonating information, including another person's name, email address, or telephone number without authorization.
• Use bots, scrapers, scripts, automated tools, or other means to submit information, harvest data, or interfere with the Services.
• Attempt to reverse-engineer, decompile, probe, scan, or test the vulnerability of the Services, or breach any security or authentication measures.
• Interfere with, disrupt, overload, or degrade the Services, servers, or networks.
• Use the Services to send spam, malware, harassment, or unlawful content, or to violate any third-party rights.
• Frame, mirror, or otherwise create derivative works of the Services without our prior written consent.

6. Intellectual Property

The Services, including all content, designs, copy, graphics, logos, marks (including without limitation "The Hall Pass"), trade dress, photographs, videos, code, layout, and the selection and arrangement thereof, are owned by The Hall Pass or its licensors and are protected by U.S. and international copyright, trademark, and other intellectual-property laws. Except as expressly permitted, you may not reproduce, distribute, publicly display, modify, create derivative works of, sell, or otherwise exploit any portion of the Services without our prior written consent.

Any feedback, suggestions, ideas, or other materials you provide to us regarding the Services are non-confidential and may be used by us for any purpose without compensation or attribution.

7. Third-Party Services

The Services may rely on or interoperate with third-party providers (including email, SMS, hosting, and analytics vendors) and may link to third-party websites. We are not responsible for third-party services or content and do not endorse them. Use of third-party services is governed by the applicable third-party terms and privacy policies.

8. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HALL PASS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, FREE FROM HARMFUL COMPONENTS, OR THAT INFORMATION YOU SUBMIT WILL BE DELIVERED OR RECEIVED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS, THE FOREGOING EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE HALL PASS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE HALL PASS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HALL PASS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES; IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED.

10. Indemnification

You agree to defend, indemnify, and hold harmless The Hall Pass and its owners, operators, affiliates, parents, subsidiaries, members, managers, officers, directors, employees, agents, contractors, licensors, successors, and assigns (the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms, the Privacy Policy, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual-property, privacy, publicity, or contractual right; (d) any information or content you submit to us, including the accuracy or authority of any contact information you provide; or (e) your negligent or wrongful conduct. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense.

11. Privacy

Your use of the Services is subject to our Privacy Policy, which is incorporated by reference into these Terms.

12. Termination

We may suspend, restrict, or terminate your access to the Services at any time, without notice, for any reason, including if we believe you have violated these Terms. You may stop using the Services at any time. Sections that by their nature should survive termination (including Sections on Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and Miscellaneous) will survive.

13. Governing Law & Venue

These Terms and any dispute or claim arising out of or relating to them or the Services (including non-contractual disputes or claims) are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to the arbitration provision below, the exclusive venue for any action not subject to arbitration shall be the state and federal courts located in Alameda County, California, and the parties consent to personal jurisdiction therein.

14. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Please read this section carefully. It affects your rights.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a "Dispute") shall be resolved exclusively by final and binding individual arbitration administered by JAMS pursuant to its applicable Streamlined or Comprehensive Arbitration Rules in effect at the time arbitration is commenced. The arbitration shall take place in Alameda County, California, or by videoconference, and shall be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Class-Action Waiver: To the maximum extent permitted by applicable law, you and The Hall Pass each agree that any Dispute will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, mass, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

Small claims: Either party may bring an individual action in small-claims court for Disputes that qualify, so long as the action remains in that court and proceeds on an individual basis.

Opt-out: You may opt out of arbitration by emailing legal@thehallpass.com within thirty (30) days of first accepting these Terms with the subject line "Arbitration Opt-Out" and including your full name and email address. Opting out of arbitration will not affect any other provision of these Terms.

15. Changes to the Terms

We may update these Terms from time to time. The "Effective" date above indicates when the Terms were last revised. Material changes will be communicated as required by law. Your continued use of the Services after a change becomes effective constitutes your acceptance of the updated Terms.

16. Miscellaneous

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and The Hall Pass regarding the Services and supersede any prior agreements.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

No Waiver: Our failure to enforce any provision is not a waiver of that provision.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

Force Majeure: We are not liable for any failure or delay in performance caused by events beyond our reasonable control.

Notices: We may provide notices to you by email, by posting on the Services, or by other reasonable means. You may provide notices to us at the email address below.

17. Contact

The Hall Pass
Hayward, California, United States
Email: legal@thehallpass.com