Terms of Service

These Terms of Service (these “Terms”) govern access to Basehand’s website, application, AI agents, and related services (together, the “Services”). They are an agreement between Electric Pass Labs, LLC d/b/a Basehand (“Basehand,” “we,” “us,” or “our”) and you or the business you are authorized to represent (“you” or “your”).

1. Agreement and eligibility

By accepting these Terms, creating an account, or using the Services after being presented with these Terms, you agree to them. If you do not agree, do not use the Services. If you act for a business or other entity, you represent that you have authority to bind it; “you” includes that entity. You must be at least 18 years old and legally capable of entering a binding contract. The application and agent services are intended for business use.

These Terms apply to all Services you use, including new tools, integrations, and automated capabilities made available later. No separate Basehand feature agreement is required. Prices, billing periods, usage limits, and other commercial details displayed and accepted when you select a plan or authorize a purchase form part of this agreement. A separate agreement signed by you and Basehand controls to the extent it expressly conflicts with these Terms, subject to the mandatory protections in Section 10.

2. What Basehand provides

Basehand provides tools to help small businesses operate, including AI-assisted website creation and hosting and, where available, domain registration, business profile management, social media assistance, and other business tasks. Features depend on availability, your plan, configuration, and connected services. Descriptions of planned features are not promises that they will be available.

We may update or change the Services. “24/7” and “always-on” describe the intended ability of automated tools to work outside business hours; they are not guarantees of uninterrupted service, continuous human supervision, response times, or successful completion of every task. No service-level commitment applies unless we agree to one in writing.

3. Accounts and legal authority

Provide accurate account and business information and keep it current. Protect your sign-in methods, devices, and connected accounts; grant access only to authorized people; and promptly notify us of suspected unauthorized access. You are responsible for your authorized users and for activity you or they permit under your account, including agent configurations and instructions.

You represent, warrant, and agree that you have and will maintain the legal authority necessary for every business you ask Basehand to work for or act on behalf of, and every account, website, domain, business listing, social media profile, system, or other resource you give us access to or ask us to manage. You must be the lawful owner or a duly authorized representative with authority to request the specific work and to permit Basehand, its AI agents, and its service providers to perform it. This includes any permission required to delegate access, process information, publish content, communicate with others, make changes, or undertake transactions on the owner’s or business’s behalf.

You must never ask or enable Basehand to work for, represent, or act on behalf of a business for which you lack the required legal authority. You must not connect an account, provide credentials, or request an action that exceeds your authority or the permissions granted by the relevant owner, business, or service provider. Possessing login credentials, having technical access, being an employee or contractor, or knowing publicly available information does not, by itself, establish legal authority to authorize our work. If you act for clients or multiple businesses, these requirements apply separately to each business, resource, and requested action.

You must ensure that your authorized users comply with these requirements. If your authority is revoked, expires, or is otherwise limited, you must immediately stop issuing affected instructions, disable affected automations, disconnect or revoke affected access using available controls, and notify us promptly at hello@basehand.com so we can address pending work. You must provide reasonable evidence of your authority if we request it. We may pause or refuse affected work or access while an authority concern is investigated. Our acceptance of an instruction or successful connection to an account does not establish that you have legal authority or relieve you of these obligations.

You operate your business independently. You are responsible for your products, services, customer relationships, representations, prices, taxes, licenses, required disclosures, and compliance with laws that apply to your business. Using Basehand does not transfer those responsibilities to us.

4. Agent permissions and oversight

Your instructions and permissions define the work you authorize. When you request a task, connect an account, approve a workflow, or enable an automated action, you authorize Basehand and its service providers to access the relevant information and perform the actions reasonably necessary to carry out that task within the permissions you grant. Depending on the feature, this may include preparing or publishing content, updating a website or business profile, communicating with others, or submitting information to another service.

Standing instructions and enabled automation may allow actions to occur without a separate approval each time, including while you are offline. A general instruction does not authorize unrelated purchases or access beyond the permissions you have granted. Purchases require your authorization, which may include an expressly approved recurring instruction or spending allowance.

• Set appropriate limits. Give clear instructions, connect only accounts you have authority to manage, and grant only the access needed for the task. Use available approval and spending controls, and independently review actions with legal, financial, reputational, or customer consequences.
• Review and monitor. Verify facts, claims, recipients, prices, rights, and settings before approving publication or other consequential actions. If you permit automatic execution, you accept the risks of foregoing review before each action and must monitor the resulting activity.
• Stop work you no longer authorize. Disable the relevant automation or disconnect the integration using available controls, revoke access with the third-party provider, or contact us for assistance. Closing a browser or signing out may not stop background work. Revocation cannot undo completed actions, and work already submitted to another service may still finish.
• Keep independent records. Maintain copies of important content and records and verify that consequential actions actually completed. An agent’s statement that a task succeeded is not independent confirmation.

As between you and Basehand, you are responsible for the business decisions, content, communications, and commitments made through tasks you authorize. An AI “agent” is a software tool; the term does not make Basehand your employee, partner, fiduciary, or general legal representative. We have no authority to bind you beyond the specific tasks and permissions you authorize.

Communications with your customers. If you enable an agent to communicate for your business, it may state an incorrect price, discount, refund policy, product capability, availability, delivery date, guarantee, admission, or other promise or commitment. This risk exists even when you supply accurate instructions or policies. As between you and Basehand, you are responsible for supervising that communication channel, supplying current business policies, promptly correcting errors you discover, and handling customer inquiries, disputes, and any obligations your business owes under applicable law. You must not represent that Basehand is the seller of your products or services or guarantees your business’s commitments.

An agent’s statement on behalf of your business does not make Basehand a party to your customer’s transaction, a guarantor of performance, or the issuer of a refund, credit, warranty, or other undertaking. Subject to Section 14, Basehand has no obligation to honor, fund, reimburse, or compensate you for an erroneous agent promise or the costs of addressing it. These provisions allocate responsibility between you and Basehand; they do not authorize actions outside your permissions or determine whether a statement binds your business under applicable law.

5. AI limitations and risks

AI can be wrong even when it sounds confident. It can invent facts or sources, misunderstand instructions, omit information, produce biased or offensive material, generate insecure code, or fail to recognize legal or intellectual property issues. Outputs may not be current, accurate, complete, original, or suitable for your purpose. Similar content may be generated for other users.

Agents can also choose the wrong action, repeat or miss a step, publish an error, send a message to an unintended recipient, or fail to perform a requested task. Content encountered on websites, in messages, or through other tools can contain malicious instructions that influence an agent. Permissions, filters, approval steps, and other safeguards reduce some risks but do not eliminate errors or guarantee that an agent will stay within your intended scope.

You must independently evaluate outputs and actions before relying on them and use qualified human judgment where appropriate. The Services do not provide professional legal, tax, accounting, medical, investment, or other regulated advice. Do not use them as the sole basis for a consequential decision about a person or in situations where an error could cause death, injury, or serious harm.

You accept the risks of using AI-generated content and authorizing automated actions. Our responsibility for losses involving AI output or agent activity is limited as set out in Sections 13 and 14; this acknowledgment does not waive responsibilities that cannot lawfully be waived.

6. Acceptable use

You must not use the Services, or request, instruct, encourage, or enable an agent or another person to use them, for unlawful activity. This restriction applies even if an agent is technically capable of carrying out the request. You must comply with applicable laws, these Terms, and the rules of third-party services you use.

In particular, you must not:

• Commit or facilitate fraud, theft, money laundering, unlawful discrimination, exploitation, threats, harassment, or other illegal or abusive conduct.
• Create, obtain, publish, or distribute content that violates another person’s copyright, trademark, privacy, publicity, confidentiality, or other rights; impersonate someone deceptively; or misrepresent your authority to act for a business.
• Ask, instruct, or enable Basehand or an agent to work for or act on behalf of a business, or access or manage an account or other resource, without the legal authority required by Section 3, or continue such activity after that authority ends or is restricted.
• Publish deceptive advertising, fabricated reviews or testimonials, false endorsements, or misleading claims about a business, product, person, or service.
• Send unlawful spam, marketing messages, calls, or other communications; ignore consent requirements, opt-outs, suppression lists, or platform restrictions; or collect or use personal information without a lawful basis.
• Access accounts, systems, or data without permission; distribute malware; steal credentials; bypass access controls or safety measures; interfere with the Services; or evade usage limits or suspension.
• Submit payment-card security codes, account passwords, government identification numbers, protected health information, or similarly sensitive information unless a feature expressly requests and supports that information and all required agreements and safeguards are in place. Use designated connection flows for account credentials.
• Use the Services for emergency response, safety-critical control, or autonomous decisions determining a person’s eligibility for employment, credit, housing, insurance, healthcare, education, or essential services.
• Use the Services in violation of applicable export controls, sanctions, or restrictions on prohibited parties or territories.

We may refuse a request, restrict tools, or remove content when reasonably necessary to address suspected violations or protect people, systems, or the Services. We do not undertake to review every instruction, output, or action. The absence of a warning or refusal is not approval that your activity is lawful or appropriate.

7. Your content and ownership

“Your Content” means the materials you or your users provide or make accessible to the Services, including prompts, business information, files, images, website materials, customer records, and connected-account content, together with outputs generated for you. You represent that you have all rights, permissions, and lawful bases needed to provide the inputs and authorize their use, including permissions to copy or adapt materials from an existing website.

You retain your rights in your inputs. As between you and Basehand, and to the extent permitted by law, you own outputs generated specifically for you; we assign to you any rights we may hold in those outputs. This does not transfer ownership of our software, tools, templates, or pre-existing materials, or anyone else’s content. Third-party materials remain subject to their licenses. We do not guarantee that AI outputs qualify for intellectual property protection, are exclusive, or do not infringe others’ rights.

To the extent Basehand-owned templates or other pre-existing materials are incorporated into a website or other deliverable we make available for you to download or export, we grant you a perpetual, nonexclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute those materials as part of that deliverable for your business, subject to payment of any applicable charges. This license does not include our hosted platform, separately supplied software, or selling the underlying templates as standalone products. It survives termination; third-party materials remain governed by their own licenses.

You grant us a nonexclusive, worldwide, royalty-free license to host, copy, process, adapt, display, transmit, and otherwise use Your Content to provide, maintain, secure, and support the Services for you and carry out your instructions. We may allow service providers to do the same on our behalf for those purposes. Publication or sharing occurs as needed for the features and actions you authorize. This license does not give us a general right to sell Your Content or use it in advertising. Personal information is handled as described in our Privacy Policy.

You also authorize us to use Your Content, including customer data and conversations, to develop, train, fine-tune, test, and evaluate AI models to improve the quality of Basehand’s Services. You grant us the rights in Your Content reasonably necessary for that purpose, including allowing service providers to perform that work on our behalf. This authorization is subject to the restrictions in Section 4 of the Privacy Policy, applicable law, connected-service policies, and any separate agreement with you. It does not replace an individual’s consent or another authorization required by law, override data processing restrictions, or permit us to sell or share data for advertising. A worldwide intellectual property license does not change the Privacy Policy’s commitment to store and process data in the United States and Europe.

You are responsible for Your Content, including content you approve, publish, or allow agents to use automatically. We do not adopt or endorse it. Subject to Section 14 and applicable law, we are not responsible for claims arising from Your Content or its use. We retain all rights in the Services themselves and grant you a limited, nonexclusive right to use them in accordance with these Terms during your authorized access. You may not copy or resell the Services themselves or reverse engineer them except where applicable law permits it.

8. Websites, domains, and integrations

Websites and communications. You are responsible for the content and operation of your business’s websites and accounts, including accessibility, privacy notices, cookie choices, customer terms, marketing permissions, and claims you make. Basehand does not certify that a generated website or communication meets every requirement applicable to your business. Hosting or generating content does not mean we approve or guarantee it.

Domains. If domain services are offered and you request them, you authorize us to submit the registration or management instructions and required contact information to the relevant provider. Registrations, renewals, transfers, dispute procedures, and registration-data disclosures are subject to applicable registrar and registry rules and terms presented for your acceptance. Availability or a quoted price does not guarantee registration; a domain is secured only when the provider confirms it. You are responsible for accurate registrant information, rights to the name, renewal decisions, and timely payment. Expiration, transfer restrictions, DNS changes, or provider delays can interrupt a website or email. Do not assume that canceling Basehand also cancels or transfers a domain or that a domain will renew without a confirmed arrangement.

Unless you expressly authorize a different lawful arrangement, domain registration instructions must identify you or the business you are authorized to represent as the registrant. Providing registration or administration services does not give Basehand ownership of your domain. You remain responsible for monitoring expiration and arranging continued registration. We will reasonably cooperate with a lawful request to transfer administration or release available transfer credentials, subject to identity and authority verification, registrar and registry restrictions, and applicable law. We cannot promise a transfer will complete by a particular date or restore an expired domain.

Third-party services. Connected accounts, social networks, AI providers, registrars, payment services, and other outside services may have separate terms, fees, and privacy practices. You must have authority to connect an account and comply with its provider’s rules. Providers can change APIs, revoke access, reject content, suspend accounts, or discontinue features. We do not control independent providers or guarantee their availability or decisions. Section 14 governs our liability related to these services.

9. Fees and cancellation

Any applicable prices, billing frequency, usage charges, third-party charges, and purchase-specific conditions will be disclosed before you purchase or authorize a paid feature. You agree to pay the charges you authorize and applicable taxes, excluding taxes on our net income. Agents may consume paid resources when performing authorized tasks; an unsuccessful task or an output you do not use does not by itself eliminate a disclosed usage charge.

A subscription or other service renews automatically only if its price and billing interval are disclosed and you agree to recurring billing. It then renews for successive periods of that interval until canceled. You may cancel through the controls provided or by contacting us at hello@basehand.com. A cancellation received before the next renewal prevents that renewal; ordinary subscription access continues until the end of the paid period unless you request earlier account closure or access is suspended under Section 12. Canceling renewal does not by itself stop agents during the remaining period; separately disable work you no longer authorize. Charges already incurred remain payable. Except as required by law or expressly promised by Basehand in writing, payments are nonrefundable and there are no credits for partial periods, unused capacity, or completed third-party purchases. If we permanently discontinue a prepaid Service for reasons other than your breach, we will refund the unused prepaid portion attributable to that Service. Mandatory cancellation and refund rights always apply.

We will disclose price changes before they apply to a future purchase or renewal. You can decline a new price by not purchasing or by canceling before the renewal. Your separately contracted third-party services may need to be canceled directly with those providers.

10. Privacy and data processing agreement

10.1 When processing begins and our roles

Our Privacy Policy explains our handling of personal information, including information collected when you create an account. Basehand acts as an independent controller for account administration, billing, security, and other purposes for which we determine how and why personal information is used. “Customer Personal Data” means personal information in Your Content that we process on your behalf to provide the Services. For that processing, you are the controller or business and Basehand is your processor or service provider. If you are a processor acting for another controller, Basehand is your subprocessor and you must have that controller’s authorization.

This Section 10 is the parties’ data processing agreement and forms part of these Terms. It takes effect with this agreement and applies whenever we process Customer Personal Data; no separate document or signature is required. Each party will comply with the data protection laws applicable to its role. This section prevails over conflicting general provisions for that processing; mandatory data protection and transfer requirements prevail over both. Terminology has the meaning given by the applicable law, including the EU or UK GDPR and applicable US state privacy laws.

10.2 Processing details and instructions

• Subject matter and purpose: providing the business tools, hosting, communications, integrations, and agent tasks you request, including related support, maintenance, and protection of those Services.
• Operations: receiving, organizing, storing, retrieving, analyzing, generating, editing, transmitting, publishing, returning, and deleting information as needed for those purposes and your instructions.
• People concerned: your customers and prospects, website visitors, personnel, contractors, suppliers, account users, and other individuals whose information you lawfully provide or authorize us to access.
• Information: names and contact details; business, account, and online identifiers; messages, inquiries, conversations, and submitted files; website and connected-account content; transaction and task records; and technical information contained in those records. Sensitive information is excluded unless expressly supported in accordance with Section 6.
• Duration and frequency: processing occurs as needed throughout your use, including ongoing hosting and enabled background tasks, and continues only as necessary to return or delete information or meet a lawful retention obligation when the Services end.

Your documented instructions consist of these Terms, your account settings and permissions, the tasks and materials you submit, and other lawful written instructions we accept. We will process Customer Personal Data only on those instructions, including for transfers, unless applicable law requires otherwise. In that case we will inform you of the legal requirement before processing unless the law prohibits doing so. We will promptly inform you if we believe an instruction infringes applicable data protection law and may suspend the affected processing while the issue is resolved.

You determine which information to submit, the tasks to request, and the people authorized to give instructions. You are responsible for accuracy, lawful collection, necessary notices and permissions, and responding to individuals as controller. Do not direct us to disclose information to unauthorized recipients. Providing data or enabling a feature instructs us to process it for that feature; it does not override legal restrictions. Model-training permissions and restrictions remain as stated in Section 7 and Section 4 of the Privacy Policy; this processing agreement does not expand them.

10.3 Confidentiality and security

We will ensure that personnel authorized to process Customer Personal Data are bound by confidentiality obligations or an appropriate statutory duty. We will maintain technical and organizational measures appropriate to the processing and its risks, including access restrictions, protection of credentials, encryption appropriate to the data and systems, measures to preserve availability and restore access following an incident, and regular assessment of security measures. We may update measures as technology and risks change without materially reducing the overall protection of Customer Personal Data. These obligations do not promise that every incident can be prevented.

10.4 Providers processing on our behalf

You give general written authorization for us to use subprocessors for infrastructure, storage, AI inference, communications, and other functions needed to provide the Services. We will make their identities, functions, and processing locations available to you before they process your Customer Personal Data, through the Services or a notice to your account contact. You may also request the current list at hello@basehand.com. We will notify you at least 30 days before adding or replacing a subprocessor and allow you to object on reasonable data protection grounds during that period. We will work with you to address a valid objection; if it cannot be resolved, either party may end the affected Service before the proposed change applies to your data, with a refund of unused prepaid fees for that Service.

We will bind subprocessors by written obligations that provide the protection required by this section and applicable law, and remain responsible for their performance of those obligations as required by law. An independent service or recipient you direct us to contact is not our subprocessor merely because you connect it; its role depends on the processing it actually performs.

10.5 Assistance, incidents, and compliance

Taking account of the processing and information available to us, we will provide reasonable assistance with individuals’ rights requests, security obligations, personal data breach notifications, data protection impact assessments, and consultation with regulators as required by applicable law. We will forward requests about Customer Personal Data to you and will not respond on your behalf except on your instructions or as legally required.

We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Personal Data, provide available information about its nature, likely effects, and response measures, and supplement the information as our investigation develops. We will take reasonable steps to contain and address the breach and cooperate with your legally required response. You are responsible for notices you must give as controller; this does not excuse any notice or other duty imposed directly on Basehand.

We will provide information reasonably necessary to demonstrate compliance with this section and allow and contribute to legally required audits and inspections by you or an independent auditor you appoint. The parties will use reasonable notice, confidentiality safeguards, and methods that avoid unnecessary disruption or exposure of other customers’ information, without preventing a legally required inspection. You may take reasonable and appropriate steps to verify our compliant use and to stop and remediate unauthorized use. We will promptly tell you if we can no longer meet applicable data protection obligations.

10.6 Return, deletion, and transfers

When processing services end, we will, at your choice, return or delete Customer Personal Data and delete remaining copies unless applicable law requires retention. You may communicate your choice through available controls or hello@basehand.com. We will give a reasonable opportunity to request return before deletion; absent a return instruction, deletion is the default. Until lawful deletion, retained information remains protected and will not be used for another purpose. Where applicable law permits delayed deletion from backups, those copies will be put beyond ordinary use and deleted through the applicable backup cycle; any restoration must preserve the deletion instruction. This section controls over general termination provisions for Customer Personal Data.

We will store and process Customer Personal Data in the United States and Europe as described in the Privacy Policy. Where a transfer requires a legal safeguard, we will establish a valid transfer mechanism and any required supplementary protections before making that transfer, or restrict the affected processing until it is lawful. This agreement does not itself constitute the European Commission’s standard contractual clauses or a certification, and your instructions do not waive transfer requirements.

10.7 US state service-provider restrictions

Where applicable US state privacy law treats us as your processor, service provider, or contractor, we will use Customer Personal Data only for the specific business purposes in Section 10.2 and as that law permits. We will not sell it or share it for cross-context behavioral advertising; retain, use, or disclose it outside those purposes or our direct business relationship with you; or combine it with information from other customers or our own interactions with individuals, except as expressly permitted by applicable law. We will provide the legally required level of privacy protection, comply with applicable obligations, and bind downstream providers to required restrictions. We certify that we understand these restrictions and will comply with them. These restrictions prevail over any broader license for the affected information.

11. Copyright and content complaints

Report suspected illegal content, infringement, or misuse to hello@basehand.com. Identify the material and its location, explain the concern and your rights or authority, and provide contact information. For copyright notices and counter-notices, use the process below and address your email to Electric Pass Labs, LLC d/b/a Basehand, attention: Copyright Complaints. We may request information reasonably needed to identify or evaluate a complaint.

Copyright infringement notices

If you own a copyright or are authorized to act for its owner and believe material available through the Services infringes it, send a written notice containing:

• Your physical or electronic signature.
• Identification of the copyrighted work, or a representative list if multiple works on a single site are involved.
• Identification of the allegedly infringing material and information reasonably sufficient to locate it, such as specific page or file URLs.
• Your name and contact details, including an address, telephone number, and email address if available.
• A statement that you believe in good faith that the challenged use is not authorized by the copyright owner, its agent, or the law.
• A statement that the notice is accurate and, under penalty of perjury, that you are authorized to act for the owner of the exclusive right allegedly infringed.

We will act expeditiously on a substantially compliant notice to remove or disable access to the identified material and take reasonable steps to notify the affected user promptly. We may provide the notice, including identifying and contact information, to that user to permit a response. We may also remove or restrict material when we otherwise become aware of infringement or other violations.

Counter-notices

If material you supplied was removed or disabled because of a copyright notice and you believe this resulted from mistake or misidentification, you may send a written counter-notice to the same email address containing:

• Your physical or electronic signature.
• Identification of the removed or disabled material and where it appeared before removal.
• A statement under penalty of perjury that you believe in good faith the material was removed or disabled because of mistake or misidentification.
• Your name, address, and telephone number.
• A statement consenting to the jurisdiction of the United States federal district court for the district where your address is located or, if your address is outside the United States, any judicial district where Basehand may be found, and agreeing to accept service of process from the original notice sender or that person’s agent.

On receiving a substantially compliant counter-notice, we will promptly send a copy to the original notice sender and inform them that we intend to restore the material after 10 business days. We will restore it no earlier than 10 and no later than 14 business days after receiving the counter-notice unless we first receive notice that the original sender filed an action seeking a court order to restrain the relevant infringement. We may keep material restricted for an independent legal reason or violation of these Terms, which we will explain to the affected user unless prohibited by law.

Repeat infringement and misuse of this process

We will terminate accounts of repeat copyright infringers in appropriate circumstances and may restrict or terminate access for a serious infringement. We accommodate and do not interfere with standard technical measures covered by 17 U.S.C. § 512(i). Knowingly materially misrepresenting infringement, or mistake or misidentification in a counter-notice, may create liability for damages, costs, and attorneys’ fees under 17 U.S.C. § 512(f). Use this process only for copyright claims; other concerns may be reported through the general complaints address above.

12. Suspension and termination

You may stop using the Services at any time and request account closure by contacting us. We may suspend or terminate access or remove content if you materially violate these Terms, fail to pay authorized charges, create security or legal risks, or use the Services in a way that may harm others. We may act immediately when needed to prevent harm or comply with law; otherwise, we will give reasonable notice and an opportunity to resolve a remediable issue. We may discontinue a Service with reasonable notice where practicable.

When access ends, agents and hosted services may stop, websites may become unavailable, and you may lose access to account materials. Arrange for copies, replacement hosting, domain management, and connected-account changes before closing your account. Contact us before termination if you need assistance retrieving content; continued hosting or indefinite storage is not included after access ends. Retention and deletion of personal information follow the Privacy Policy and applicable law.

Termination does not undo completed agent actions, cancel obligations to third parties, or excuse amounts already owed. Provisions about accrued payment obligations, ownership, disclaimers, liability limits, indemnification, disputes, and any other provisions intended by their nature to continue survive termination.

13. Warranty disclaimers

To the fullest extent permitted by law, the Services, AI outputs, and automated actions are provided “as is” and “as available.” Basehand disclaims all warranties, express, implied, and statutory, including warranties of merchantability, fitness for a particular purpose, noninfringement, accuracy, and warranties arising from a course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, error-free, or entirely secure; that content or code will be accurate, lawful, or free from defects; that agents will correctly interpret or complete instructions; or that using the Services will produce any particular revenue, savings, ranking, customer response, or other business result. Information provided by an agent or in support communications does not create a warranty or amend these Terms.

14. Limits on liability

To the fullest extent permitted by law, Basehand and its members, managers, officers, employees, contractors, and service providers will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, business opportunities, goodwill, anticipated savings, or data, arising from or relating to the Services or these Terms.

These exclusions include losses involving Your Content; incorrect or infringing AI outputs; an agent’s acts, omissions, mistaken communications, or failure to follow instructions; publication or deletion of materials; interrupted hosting; domain expiration; connected-account restrictions; and third-party service failures. They apply regardless of the legal theory, even if we have been advised that the loss is possible.

To the fullest extent permitted by law, Basehand has no liability to you for inaccurate or unauthorized representations, offers, promises, warranties, admissions, or commitments generated or communicated by an agent in connection with your business, including statements to customers or prospective customers. This exclusion includes claims for the cost of honoring or correcting a statement, refunds, discounts, replacement goods or services, compensation, settlements, and customer claims, whether an error arose in an approved task or occurred despite or beyond your instructions. It does not enlarge the agent’s authorized scope. If this exclusion is unenforceable for a particular claim, the remaining exclusions and aggregate cap below still apply to the extent permitted by law.

To the fullest extent permitted by law, our total aggregate liability for all claims arising from or relating to the Services or these Terms will not exceed the greater of US $100 or the fees you paid to Basehand for the Services giving rise to the claim during the 12 months immediately before the event giving rise to liability. Amounts paid to independent third-party providers are not Basehand fees for this purpose.

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, gross negligence, or any other liability or right that applicable law does not allow to be excluded, limited, or waived. Where a limitation is not permitted, it applies only to the extent lawful. These provisions allocate risk between the parties and are part of the basis on which the Services are offered; they do not release us from nonwaivable legal duties.

Subject to those exceptions, this section applies to all claims between you and Basehand, including claims in contract, tort (including ordinary negligence), statute, or otherwise. It does not limit rights of individuals under applicable data protection law or bind a third party who has not agreed to these Terms.

15. Your indemnification obligations

To the extent permitted by law, you will defend Basehand and its members, managers, officers, and employees against third-party claims arising from Your Content; your business’s products, services, websites, or communications; tasks or actions you authorize, including through agents; your lack of required legal authority or misrepresentation of that authority for a business, account, or resource; your violation of these Terms or applicable law; or your infringement of another person’s rights. You will indemnify them for resulting damages, judgments, settlements approved by you, and reasonable legal fees and costs.

This includes customer or prospective-customer claims about an agent’s inaccurate prices, offers, refunds, guarantees, or other statements made through a communication function you enabled for your business, even if you did not approve the particular statement. This allocation of customer-claim risk remains subject to the exceptions below and does not treat the erroneous statement as an instruction you gave.

This obligation does not apply to the extent a claim results from Basehand’s breach of these Terms, gross negligence, fraud, willful misconduct, or violation of law. We will notify you promptly of a claim and reasonably cooperate at your expense; a delay in notice excuses your obligations only to the extent it materially prejudices the defense. You may control the defense using qualified counsel reasonably acceptable to us, and we may participate with our own counsel at our own expense. You may not settle a claim in a way that admits fault by, imposes a nonmonetary obligation on, or fails to fully release an indemnified party without that party’s written consent, which will not be unreasonably withheld.

16. Disputes

If a dispute arises, please contact hello@basehand.com with your contact details, the relevant account, and a description of the issue and the resolution you seek. We will try to resolve the concern informally. This does not prevent either party from seeking urgent relief, exercising a statutory right, or filing a claim before a legal deadline.

These Terms and disputes arising from or relating to them or the Services are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, and applicable federal law. Except where applicable law requires otherwise, the state courts located in Delaware and the United States federal courts located in Delaware have exclusive jurisdiction over those disputes, and you and Basehand consent to their personal jurisdiction and venue.

This choice of law and forum does not deprive you of protections or rights to bring proceedings in another forum that cannot be waived under applicable law. These Terms do not require arbitration.

17. Changes and general terms

We may revise these Terms. We will post the revised version and its effective date and provide reasonable advance notice of material changes through the Services or your account contact information, except when urgent legal or security changes require shorter notice. Changes apply prospectively. If a change requires your express agreement, we will obtain it. Otherwise, continued use after the notified effective date constitutes acceptance to the extent permitted by law. If you disagree, stop using the affected Services and cancel any applicable renewal.

These Terms and any applicable agreements described in Section 1 are the entire agreement about the Services. If a provision is unenforceable, it will be limited to the extent necessary and the remaining provisions will continue in effect. A failure to enforce a provision is not a waiver. You may not assign this agreement without our written consent, except to a successor to your business that assumes your obligations. We may assign it in connection with a merger, reorganization, or sale of the relevant business or assets, subject to applicable law and our privacy obligations.

Except for the Basehand-related persons expressly protected by Sections 13–15 and any rights that applicable law requires, these Terms do not create rights enforceable by third-party beneficiaries. In particular, they do not give your customers a contractual right to require Basehand to fulfill your business’s transactions or an agent’s statements.

Neither party is responsible for delays caused by events outside its reasonable control, except payment obligations. Notices may be sent electronically to the account contact details you provide or through the Services, subject to any legally required method. No agent-generated statement changes these Terms or makes a contractual commitment by Basehand; changes to our agreement require an authorized representative of Basehand.

18. Contact

For questions about these Terms, account closure, or legal notices, contact Electric Pass Labs, LLC d/b/a Basehand at hello@basehand.com.