Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and BasaltLabs LLC (“BasaltLabs,” “Company,” “we,” “us,” or “our”), governing your access to and use of the Handoff application, website, and related services (collectively, the “Service”). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must immediately discontinue use.

1. Description of Service

Handoff is a writing assistance tool that uses artificial intelligence to convert unstructured verbal or written shift notes into formatted clinical reports. Handoff is designed as a productivity aid for healthcare workers and is not a medical device, electronic health record (EHR) system, or clinical decision support system. The Service does not provide medical advice, diagnosis, or treatment recommendations.

2. Eligibility

You must be at least 18 years of age and possess the legal capacity to enter into a binding agreement. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Prohibited Use of Protected Health Information

You must not enter, upload, transmit, or otherwise provide any Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) into the Service. This includes, without limitation, patient names, dates of birth, Social Security numbers, medical record numbers, health plan beneficiary numbers, or any other individually identifiable health information.

You shall use only de-identified references such as room numbers, bed numbers, or anonymized identifiers. You are solely responsible for ensuring that no PHI is submitted to the Service. BasaltLabs does not operate as a Business Associate under HIPAA and has not executed a Business Associate Agreement (“BAA”) with any User or Covered Entity.

4. User Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities occurring under your account. You must promptly notify BasaltLabs of any unauthorized use of your account. We reserve the right to suspend or terminate accounts that violate these Terms.

5. Acceptable Use

You agree not to:

• Submit any PHI or personally identifiable patient information;
• Use the Service for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation;
• Attempt to reverse-engineer, decompile, or disassemble the Service or any underlying technology;
• Interfere with or disrupt the integrity or performance of the Service;
• Access the Service through automated means (bots, scrapers) without prior written consent;
• Resell, sublicense, or redistribute the Service without authorization;
• Use generated reports as the sole or primary clinical record for patient care.

6. Intellectual Property

All rights, title, and interest in and to the Service, including all software, algorithms, designs, trademarks, and content (excluding User-submitted input), are and shall remain the exclusive property of BasaltLabs. You retain ownership of the text you submit and the reports generated from your input, subject to our right to use anonymized and aggregated usage data to improve the Service.

7. Subscription and Payment

Certain features of the Service require a paid subscription. Subscription fees are billed in advance on a recurring basis (monthly or annually). All fees are non-refundable except as required by applicable law. We reserve the right to modify pricing with 30 days’ notice. Failure to pay may result in suspension or termination of access.

8. AI-Generated Output Disclaimer

Reports generated by the Service are produced by artificial intelligence and may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing, verifying, and editing all generated content before use in any clinical, professional, or operational context. BasaltLabs makes no representation or warranty regarding the accuracy, completeness, or clinical appropriateness of any AI-generated output.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BASALTLABS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BASALTLABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF BASALTLABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BASALTLABS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO BASALTLABS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

11. Indemnification

You agree to indemnify, defend, and hold harmless BasaltLabs and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your submission of PHI or other prohibited content to the Service; or (d) your violation of any applicable law or third-party right.

12. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination, your right to use the Service ceases immediately. Sections that by their nature should survive termination (including Sections 3, 6, 8, 9, 10, 11, 13, and 14) shall survive.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in the State of Delaware, and you consent to personal jurisdiction in such courts.

14. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and BasaltLabs concerning the Service.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

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

Modifications. We reserve the right to modify these Terms at any time. Material changes will be communicated via the Service or by email. Continued use after such notice constitutes acceptance of the modified Terms.

15. Contact

For questions regarding these Terms, contact us at legal@basaltlabs.app.