These Terms of Service (the “Terms”) govern your access to and use of the HandoffHQ platform, websites, mobile applications, APIs, and related services (collectively, the “Service”) made available by HandoffHQ (“HandoffHQ,” “we,” “us,” or “our”). By accessing the Service, you agree to be bound by these Terms.
By accessing the Service, creating an account, or otherwise indicating your assent (including by clicking “Continue” on the sign-in surface), you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.
You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract. If you are using the Service on behalf of an organization, you represent and warrant that you have full authority to bind that organization to these Terms, and references to “you” include that organization.
HandoffHQ is private software made available by invitation only. Unauthorized access, account sharing, or circumvention of any access control is a material breach of these Terms and may constitute a violation of the Computer Fraud and Abuse Act and analogous state laws.
“Customer” means the developer, property manager, vendor, or other organization that has entered into a Master Service Agreement with HandoffHQ. “Authorized User” means an individual the Customer permits to use the Service. “Customer Content” means data, photographs, documents, drawings, messages, certificates, signatures, and other materials submitted to the Service by or for the Customer. “MSA” means the Master Service Agreement (or analogous order form, statement of work, or evaluation agreement) executed between HandoffHQ and the Customer.
HandoffHQ provides a closed-loop system of record for luxury residential turnover — capturing punch items, inspections, certificates of insurance, drawings, communications, statutory deliveries, and warranty-window activity in a single append-only chronology.
We may modify, suspend, or discontinue any feature of the Service at any time. We will provide reasonable notice of material adverse changes affecting paying Customers as set forth in the MSA. The Service may be subject to scheduled and unscheduled maintenance; service-level commitments, if any, are set forth exclusively in the MSA.
You are responsible for safeguarding your account credentials. You agree to (a) maintain accurate account information, (b) keep your credentials confidential, (c) promptly notify us of any unauthorized access or suspected compromise, and (d) be responsible for all activity occurring under your account.
The Customer is responsible for the acts and omissions of its Authorized Users as if they were its own. The Customer shall ensure that each Authorized User complies with these Terms.
As between the parties, the Customer retains all right, title, and interest in and to Customer Content. The Customer's building record belongs to the Customer.
The Customer grants HandoffHQ a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and process Customer Content solely to (a) provide, maintain, and improve the Service; (b) prevent or address technical or security issues; (c) comply with law or legal process; and (d) generate de-identified, aggregated statistics that do not identify any Customer, individual, building, or unit.
HandoffHQ does not sell Customer Content, and does not use Customer Content to train third-party artificial intelligence or machine-learning models without the Customer's prior written consent.
Subject to these Terms and the MSA, HandoffHQ grants the Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term solely for the Customer's internal business purposes.
You may not, and may not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or attempt to derive source code or underlying ideas; (c) lease, sell, sublicense, or otherwise commercialize the Service; (d) use the Service to build a competing product; (e) remove or alter proprietary notices; (f) scrape, harvest, or use automated means to extract data from the Service except through documented APIs; or (g) use the Service in contravention of law.
You agree not to use the Service to (a) violate any applicable law or third-party right; (b) upload or transmit content that is unlawful, defamatory, harassing, infringing, or otherwise objectionable; (c) introduce malware, worms, viruses, or any code intended to disrupt the Service or another user's use of the Service; (d) interfere with the integrity, performance, or security of the Service or its hosting infrastructure; (e) attempt to gain unauthorized access to any account, system, or data; or (f) misrepresent your identity or affiliation with any person or organization.
We may, at our sole discretion and without liability, suspend or terminate any account that violates this Section 7, with notice when reasonably practicable.
The Service, including all software, designs, text, images, workflows, data models, trade dress, the “HandoffHQ” name and logo, and all related trademarks, copyrights, patents, trade secrets, and other intellectual property rights, are and shall remain the exclusive property of HandoffHQ and its licensors. No rights are granted to you except as expressly set forth in these Terms.
Feedback you submit (suggestions, ideas, enhancement requests, comments) is non-confidential, and you grant HandoffHQ a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback into the Service without obligation or attribution.
Each party may receive non-public information of the other party (“Confidential Information”). The receiving party shall (a) use the same degree of care to protect the disclosing party's Confidential Information as it uses for its own (but in no event less than reasonable care); (b) use such information only as necessary to perform its obligations or exercise its rights under these Terms; and (c) not disclose such information to any third party except to employees, contractors, or advisors with a need to know and under written obligations of confidentiality no less protective than those herein.
Fees, payment terms, billing cadence, and commercial commitments are set forth exclusively in the MSA. There is no self-serve checkout — every paying Customer is brought on through an executed agreement.
Demonstrations, evaluations, and previews of the Service (including any “See it live” demo resident URL) are provided without charge and without any commitment by either party.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, HANDOFFHQ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
HandoffHQ does not warrant that the Service will be uninterrupted, error-free, secure against every threat, or free of viruses or other harmful components. HandoffHQ is not a substitute for professional legal, engineering, architectural, insurance, or construction advice, and nothing in the Service constitutes such advice. The Service is a record-keeping system; the underlying decisions, inspections, and certifications remain the responsibility of qualified professionals.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HANDOFFHQ OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF HANDOFFHQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HANDOFFHQ'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO HANDOFFHQ FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), WHICHEVER IS GREATER. THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless HandoffHQ and its officers, directors, employees, contractors, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) your or your Authorized Users' use of, or access to, the Service; (b) your breach of these Terms; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property right; (d) any Customer Content uploaded or transmitted by you; or (e) any actual or alleged misconduct of any Authorized User.
HandoffHQ reserves the right, at its 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 of such claim.
These Terms remain in effect for as long as you access the Service. The Customer's commercial term is governed by the MSA. We may suspend or terminate your access at any time, with or without notice, for any conduct we determine in good faith violates these Terms, applicable law, or is otherwise harmful to HandoffHQ, the Service, or other users.
Upon termination, your right to access the Service ceases. Sections that by their nature should survive termination (including Sections 5, 8, 9, 11–13, 17–19, and 21–24) shall survive.
Customer Content remains available for export by the Customer through documented mechanisms during the term and for a reasonable transition period thereafter, as detailed in the MSA.
HandoffHQ retains the building's record for ten (10) years following substantial completion, aligned with the Florida statute of repose for improvements to real property (Fla. Stat. § 95.11). After that period, the records are archived to the Customer's designation or securely destroyed.
The Service may interoperate with third-party services (including but not limited to authentication, storage, email delivery, hosting, and analytics providers). Such third-party services are subject to their own terms, and HandoffHQ is not responsible for them. A current list of our subprocessors is available on request.
We may modify these Terms from time to time. We will post the updated Terms with a revised “Last updated” date. Material changes will be notified to Customers via email or in-product notice. Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree, your sole remedy is to cease using the Service.
These Terms and any dispute arising out of or related to them or the Service shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws provisions. Subject to Section 19, the parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Any dispute, claim, or controversy arising out of or related to these Terms or the Service (a “Dispute”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Miami-Dade County, Florida, by a single arbitrator selected in accordance with the AAA rules. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information.
Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, labor disputes, power or telecommunications failure, internet outages, or third-party hosting outages.
You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. HandoffHQ may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
You consent to receive electronic communications from HandoffHQ, including notices required by law, at the email address associated with your account or otherwise made available to us. You agree that any such notices satisfy any legal requirement that the communication be in writing.
Notices to HandoffHQ shall be sent to legal@handoffhq.com.
No failure or delay by HandoffHQ in exercising any right shall operate as a waiver. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties' intent.
These Terms, together with the Privacy Policy and any executed MSA, constitute the entire agreement between you and HandoffHQ regarding the Service and supersede all prior or contemporaneous understandings. In the event of a conflict between these Terms and the MSA, the MSA controls with respect to the Customer.
Questions about these Terms may be directed to legal@handoffhq.com. For privacy-related requests, see our Privacy Policy.
These Terms are subject to revision before the first paying tenant. Customer-specific commercial scope is governed by the executed Master Service Agreement.