Terms of Service

Agreement to Terms

By accessing or using Handoff, you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of the terms, you may not access the service. These Terms apply to all visitors, users, and others who access or use Handoff.

Beta Service

Handoff is provided as a beta service. By using Handoff, you acknowledge and agree that:

• The service may contain bugs, errors, or incomplete features
• Features may change, be modified, or removed without notice
• Data loss may occur; you are responsible for maintaining your own backups
• Service availability is not guaranteed and may be interrupted
• We may reset, modify, or discontinue the beta at any time
• Support is provided on a best-effort basis
• You should not rely on the service for critical or production-level use cases

Description of Service

Handoff is a context management platform that allows users to create, organize, and share knowledge graphs with AI agents and team members. The service includes web applications, APIs, and MCP (Model Context Protocol) server integrations.

User Accounts

When you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access or use
• Accept responsibility for all activities under your account
• Not share your account credentials with others

We reserve the right to suspend or terminate accounts that violate these terms.

Acceptable Use

You agree not to use Handoff to:

• Violate any applicable laws or regulations
• Infringe on the intellectual property rights of others
• Transmit harmful code, malware, or interfere with the service
• Attempt to gain unauthorized access to systems or data
• Harass, abuse, or harm others
• Store or transmit illegal, harmful, or objectionable content
• Store or transmit highly sensitive personal data such as government-issued identification numbers, financial account or payment card numbers, protected health information (PHI), or other data subject to industry-specific regulations (for example HIPAA, PCI-DSS, or similar laws)
• Resell or redistribute the service without permission
• Circumvent usage limits or access controls

Your Content

You retain ownership of content you create in Handoff ("User Content"). By using the service, you grant us a limited license to:

• Store, host, and display your content to provide the service
• Create backups and copies for service operation and recovery
• Share your content with third parties you authorize (e.g., AI agents you connect)

We do not sell your User Content or use your workspace content to train our own machine learning models. We may use aggregated or de-identified information about how the service is used to improve Handoff, as described in our Privacy Policy. You are responsible for ensuring you have the right to use and share any content you upload to Handoff.

AI and Third-Party Integrations

Handoff enables integration with AI agents and third-party services via MCP. When you connect external tools, you authorize them to access your content based on your permissions. We are not responsible for how third-party services handle your data. Review and comply with the terms of any services you connect to Handoff.

Intellectual Property

The Handoff service, including its original content, features, and functionality, is owned by Otherwise, LLC and protected by copyright, trademark, and other intellectual property laws. Our trademarks and trade dress may not be used without prior written permission.

Payment Terms

Handoff offers a free plan and paid subscription plans ("Paid Plans"). Fees for Paid Plans are charged in advance on a recurring basis (for example, monthly) using a third-party payment processor. By starting a Paid Plan, you authorize Otherwise, LLC and its payment providers to charge your selected payment method for the applicable fees, taxes, and any renewals until you cancel. You may cancel a Paid Plan at any time, in which case your access will continue until the end of the current billing period; except where required by law, fees are non-refundable. We may change plan pricing or features from time to time with reasonable notice, and any changes will apply on the next billing cycle after you accept or continue using the service.

Termination

We may terminate or suspend your account immediately, without prior notice, for:

• Violations of these Terms
• Conduct that we determine is harmful to other users or us
• Extended periods of inactivity
• Discontinuation of the beta program or service

You may cancel your account at any time. Upon termination, your right to use the service ceases immediately. We may delete your data after termination.

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OTHERWISE, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, RESULTING FROM YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR $100 IF YOU HAVE NOT PAID US.

Indemnification

You agree to indemnify and hold harmless Otherwise, LLC and its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of the service, your violation of these Terms, or your violation of any rights of another.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.

Dispute Resolution

Any disputes arising from these Terms or your use of the service will be resolved through good-faith negotiation. If negotiation fails, disputes will be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

Contact Us

If you have questions about these Terms, please contact us at jackson@otherwise.dev