Terms of Service

Last updated: June 9, 2026

1. Agreement and Who We Are

These Terms of Service (these "Terms") are a binding agreement between Headlight Tech LLC ("Headlight," "we," "us," or "our") and the organization or person accessing or using our services (the "Customer," "you," or "your"). They govern your use of our websites, applications, APIs, client and trustee portals, and related services (collectively, the "Service").

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to the organization.

If Customer has a separately negotiated and signed agreement with Headlight (such as a master services agreement or order form), that agreement controls to the extent it conflicts with these Terms.

2. The Service

Headlight provides AI-powered client software for advisory firms, law firms, family offices, and other professional services firms. The Service includes document import and storage, AI-assisted extraction of structured records (such as people, households, trusts, entities, and transactions), question answering grounded in Customer documents, task and deadline management, client and trustee portals, and related features.

We may improve, modify, or discontinue features of the Service over time. We will not materially reduce the core functionality of the Service during a paid subscription period without notice.

3. Accounts and Access

• Account information. You must provide accurate account and organization information and keep it current.
• Authorized users. Customer is responsible for the users it authorizes, for assigning appropriate roles and permissions, and for all activity under its accounts and API keys. Customer will ensure its users comply with these Terms.
• Credentials and keys. You are responsible for safeguarding login credentials and API keys. Notify us promptly at security@withheadlight.com if you suspect unauthorized access.
• Eligibility. The Service is for business use. You may not use the Service if you are under 18.

4. Customer Content

• Ownership. Customer owns all documents, records, and other materials it (or its users, clients, or portal recipients) submits to the Service, and all structured records, summaries, charts, and other output the Service derives from those materials (collectively, "Customer Content"). Headlight claims no ownership of Customer Content.
• License to us. Customer grants Headlight a limited, non-exclusive license to host, process, transmit, and display Customer Content solely to provide and support the Service, consistent with our Privacy Policy.
• No AI training. We do not use Customer Content to train, fine-tune, or improve AI models, whether ours or a third party's.
• Usage data. Headlight may collect and use technical usage and telemetry data about the operation of the Service (such as feature usage, performance metrics, and error diagnostics) to operate, secure, and improve the Service. Usage data does not include Customer Content.
• Responsibility for content. Customer is responsible for Customer Content, including having the rights and consents needed to submit it to the Service (for example, from its own clients), and for its legality and accuracy.
• Data protection. Our handling of Customer Content and personal information is described in our Privacy Policy and our Data Processing Addendum, which is incorporated into these Terms.

5. AI Features and Professional Responsibility

The Service uses artificial intelligence to read documents, extract data, generate deadlines and tasks, and answer questions. You acknowledge and agree that:

• AI output can be wrong. AI-extracted data, generated deadlines, summaries, and answers may be inaccurate, incomplete, or outdated, even when presented with citations or confidence indicators.
• Review before relying. Customer must review AI-generated output through qualified personnel before relying on it for professional, legal, tax, financial, or filing purposes. The Service includes review workflows for this reason, and Customer's professional judgment — not the Service — is the final authority on its client work.
• Not professional advice. Headlight is a software provider. The Service and its output do not constitute legal, tax, accounting, investment, or other professional advice, and no attorney-client, fiduciary, or advisory relationship is created between Headlight and Customer or Customer's clients.
• No reliance on generated deadlines alone. Deadlines and tasks generated by the Service are aids, not a calendaring system of record for statutory or court deadlines. Customer remains responsible for meeting its professional obligations.

6. Acceptable Use

You will not, and will not permit anyone to:

• Use the Service to violate any law or the rights of any person;
• Upload malicious code or attempt to probe, breach, or circumvent security or access controls, including tenant isolation;
• Access the Service to build a competing product, or copy its features or user interface for that purpose;
• Resell, sublicense, or provide the Service to third parties except as intended through its sharing, portal, and sub-organization features;
• Reverse engineer the Service except where this restriction is prohibited by law;
• Exceed or circumvent usage limits, seat limits, or API rate limits; or
• Use the Service to process content you do not have the right to process.

We may suspend access immediately if we reasonably believe your use threatens the security, integrity, or availability of the Service or violates this Section, and will restore access once the issue is resolved. Where practical, we will notify you before suspending.

7. Portals, Shared Links, and Third-Party Recipients

The Service lets Customer share information with people who do not have Headlight accounts — for example, document-request portals for Customer's clients, trustee portal views, and shareable chart or document links.

• By accessing the Service through such a link or portal, the recipient agrees to use it only as intended by the Customer who shared it and in accordance with Sections 6 (Acceptable Use) and our Privacy Policy.
• Customer controls what it shares and with whom, and is responsible for sharing appropriately. Anyone with a share link Customer creates may view the linked content; Customer can revoke links at any time.
• Content submitted by portal recipients becomes Customer Content controlled by the Customer who requested it.

8. Third-Party Integrations

The Service can connect to third-party services Customer chooses, such as Box, Dropbox, Google Drive, and Google Calendar. Your use of those services is governed by their own terms, and Headlight is not responsible for them. We access connected services only as directed by Customer, and Customer may disconnect an integration at any time.

9. Subscriptions, Fees, and Taxes

• Fees and billing. Customer will pay the fees presented at the time of purchase or in an applicable order form. Unless stated otherwise at purchase, subscriptions are billed in advance through our payment processor (currently Stripe) and renew automatically at the end of each billing period unless cancelled.
• Cancellation. Customer may cancel at any time, effective at the end of the current billing period. Except where required by law, fees are non-refundable, and no refunds or credits are provided for partial periods, downgrades, or unused capacity.
• Free trials and free access. If we offer a free trial or free tier, it is provided as-is, may be modified or discontinued at any time, and converts to a paid subscription at the end of the trial unless cancelled before the trial ends.
• Plan and price changes. We may change pricing and packaging with at least 30 days' notice. Changes take effect at the start of your next billing period; continued use after that constitutes acceptance.
• Usage limits. Plans may include limits (such as seats, households, or usage allowances). We may require an upgrade for use exceeding plan limits.
• Taxes. Fees exclude taxes; Customer is responsible for applicable taxes other than taxes on Headlight's income.

10. Beta and Early-Access Features

We may offer features identified as beta, preview, or early access (such as connectors in active development). Beta features are provided as-is and as-available, may contain defects, may change or be discontinued at any time without notice, and are excluded from any commitments or warranties in these Terms. Use them at your discretion.

11. Intellectual Property and Feedback

• Our IP. Headlight and its licensors own the Service, including its software, models' configurations, designs, and documentation. These Terms grant Customer a limited, non-exclusive, non-transferable right to use the Service during the subscription term, and no other rights.
• Feedback. If you give us suggestions or feedback, we may use it without restriction or obligation to you.
• Publicity. Neither party may use the other's name or logo publicly (including in customer lists or marketing) without the other's prior written consent.

12. Confidentiality

Each party may receive non-public information from the other in connection with the Service ("Confidential Information"). The receiving party will use Confidential Information only as needed to perform under these Terms, protect it with at least reasonable care, and not disclose it to third parties except to employees, advisors, and service providers bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the recipient, independently developed, or rightfully received from a third party, and disclosure is permitted where required by law with notice to the other party where legally permissible.

13. Term, Termination, and Data Export

• Term. These Terms apply from your first acceptance or use and continue while you use the Service.
• Termination by Customer. Customer may stop using the Service and cancel its subscription at any time (Section 9 governs billing effect).
• Termination by Headlight. We may terminate or suspend these Terms or access to the Service for material breach that remains uncured 30 days after notice, for non-payment, or as described in Section 6.
• Data retrieval and deletion. Customer can retrieve its documents and records through the Service and its API during the term, and Headlight will provide reasonable assistance with exporting Customer Content on request. After termination, we retain Customer Content for at least 30 days for retrieval or reactivation, after which it is deleted in accordance with our Privacy Policy and retention schedule.
• Survival. Sections that by their nature should survive (including ownership, confidentiality, disclaimers, liability limits, and dispute resolution) survive termination.

14. Warranties and Disclaimers

Headlight warrants that it provides the Service using commercially reasonable skill and care. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND HEADLIGHT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, HEADLIGHT DOES NOT WARRANT THAT AI-EXTRACTED DATA, GENERATED DEADLINES OR TASKS, SUMMARIES, OR ANSWERS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PROFESSIONAL PURPOSE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER'S REVIEW OBLIGATIONS IN SECTION 5 APPLY TO ALL AI OUTPUT.

15. Indemnification

• By Headlight. We will defend Customer against third-party claims alleging that the Service, as provided by us and used as permitted, infringes a third party's intellectual property rights, and will pay resulting damages finally awarded or agreed in settlement. If such a claim arises, we may modify the Service, procure rights, or terminate the affected portion with a prorated refund. This obligation does not apply to claims arising from Customer Content, combinations with other products, or use in violation of these Terms.
• By Customer. Customer will defend Headlight against third-party claims arising from Customer Content or Customer's use of the Service in violation of these Terms or applicable law, and will pay resulting damages finally awarded or agreed in settlement.
• Process. The indemnified party must promptly notify the indemnifying party, allow it to control the defense, and reasonably cooperate.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS PAID BY CUSTOMER TO HEADLIGHT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR ONE HUNDRED U.S. DOLLARS ($100).

These limits do not apply to a party's indemnification obligations, Customer's payment obligations, or liability that cannot be limited by law.

17. Governing Law and Dispute Resolution

• Governing law. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules.
• Informal resolution first. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other (for Headlight: hello@withheadlight.com) and negotiating in good faith for 30 days.
• Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by JAMS in San Francisco, California, under its applicable rules, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
• Exceptions. Either party may bring a qualifying claim in small-claims court, or seek injunctive or equitable relief in court for actual or threatened infringement or misuse of intellectual property or Confidential Information.
• Class action waiver. Disputes will be resolved on an individual basis only. Neither party may participate in a class, consolidated, or representative action against the other.

18. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify Customer through the Service or by email at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance. The current version always lives at this page.

19. General

• Notices. We may provide notices through the Service or to the email on your account. Legal notices to Headlight should go to hello@withheadlight.com.
• Assignment. Customer may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets, with notice. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Export and sanctions. You will comply with applicable export control and sanctions laws and represent that you are not located in an embargoed jurisdiction or on a restricted-party list.
• Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.
• Severability; waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
• Entire agreement. These Terms, together with the Privacy Policy, any Data Processing Addendum, and any order or plan selection, are the entire agreement between the parties regarding the Service and supersede prior discussions, except where a signed agreement between the parties states otherwise.

20. Contact

Questions about these Terms: hello@withheadlight.com

Privacy: privacy@withheadlight.com

Security: security@withheadlight.com