1. Acceptance of these terms
These Terms of Service govern access to and use of HeadsDown, including the HeadsDown website, web application, mobile applications, APIs, SDKs, command-line tools, agent integrations, and related services.
By creating an account, connecting an integration, using a HeadsDown client, or otherwise using the service, you agree to these terms. If you use HeadsDown for an organization, you represent that you have authority to bind that organization or that you are using HeadsDown only for your own account.
TODO: Counsel to confirm clickwrap flow, authority language, and whether separate order forms or subscription terms override these terms.
2. Eligibility and accounts
You must be able to form a binding contract to use HeadsDown. You are responsible for the accuracy of account information, maintaining the confidentiality of account credentials, and activity under your account.
HeadsDown may support personal accounts, team accounts, organization memberships, API keys, connected agents, and device or integration authorization flows. You are responsible for managing who can access your account and which integrations you connect.
TODO: Counsel to confirm minimum age, team account authority, account recovery terms, and organization admin obligations.
3. What HeadsDown does
HeadsDown is a routing-decision and agent-run governance service. It lets users set standing rules and lets supported tools ask HeadsDown what should happen before interrupting a person or continuing agent work.
For agent features, HeadsDown can provide run-governance recommendations such as continue, narrow, ask, queue, wrap, resume, or require a human decision. These recommendations are based on structured metadata, user rules, account state, and supported integration behavior.
Some partner-facing routing-decision API features, partner OAuth details, sandbox/developer-dashboard flows, metering, enterprise admin features, audit export, and customer-managed retention/deletion controls are in development. These terms should not be read as a promise that those features are available unless the product surface where you use HeadsDown explicitly makes them available.
4. AI and agent features are advisory
HeadsDown recommendations are advisory unless a separate written agreement or implemented product setting expressly says otherwise. You remain responsible for reviewing agent outputs, approving high-risk actions, validating work before relying on it, and deciding whether an agent should continue, narrow, queue, wrap, or stop.
HeadsDown does not replace professional judgment, legal review, security review, code review, operational review, or human supervision where those are required. Integrations and agents may make mistakes, ignore recommendations, fail to report accurate metadata, or operate with local context that HeadsDown does not receive.
Do not rely on HeadsDown for emergency services, safety-critical systems, medical decisions, legal decisions, financial trading, employment decisions, or other high-risk use cases unless a separate written agreement expressly permits that use.
For Claude Code integrations, use this framing: Claude Code controls the model. HeadsDown controls the run.
TODO: Counsel to confirm advisory wording, high-risk exclusions, regulated-use exclusions, and consumer warranty disclaimers.
5. Customer content and metadata
You own the content, data, and materials you submit to HeadsDown or cause integrations to submit to HeadsDown, subject to the limited rights needed for HeadsDown to operate the service.
HeadsDown is designed so implemented agent-run event and outcome-reporting surfaces, plus the routing-decision query spec when shipped, are metadata-only paths. HeadsDown learns from outcomes, not your code. Those metadata surfaces are designed not to store prompts, source code, file contents, file paths, repository names, branch names, terminal output, test logs, PR bodies, commit messages, calendar event details, or message contents.
Some older or user-entered product surfaces may store descriptions, source references, account settings, notes, or other text that you or an integration choose to submit. Do not submit sensitive work content to HeadsDown unless a product surface clearly asks for it and you are authorized to share it.
You grant HeadsDown a limited license to process account data, user state, integration metadata, agent-run metadata, and outcome metadata only as needed to provide, secure, troubleshoot, maintain, improve metadata-only service quality where allowed, and support the service, and as otherwise described in the Privacy Policy and any applicable DPA. Any text or content you submit through support, account settings, legacy proposal surfaces, or other user-entered product surfaces should be processed only for the feature or support purpose where you submitted it unless a separate notice, setting, or agreement says otherwise.
TODO: Counsel to align this section with the Privacy Policy, DPA, existing task proposal storage, and any product-level consent flows.
6. Integrations and third-party services
HeadsDown works with third-party tools and services, including agent clients, SDKs, command-line tools, calendar providers, mobile platforms, payment providers, email providers, error tracking, push gateways, and other infrastructure providers.
When you connect a third-party integration, you authorize HeadsDown and that integration to exchange the data needed for the integration to work. Integrations are responsible for the content and local context they hold. HeadsDown is responsible for the data it receives and processes.
You are responsible for ensuring that you have permission to connect any integration, submit metadata, or use HeadsDown with your employer’s systems. HeadsDown may suspend or revoke integrations that misuse the service, attempt to send prohibited content, create security risk, or violate these terms.
TODO: Counsel to confirm integration marketplace, OAuth/device-flow, API key, revocation, and third-party disclaimer language.
7. Subscriptions, billing, and taxes
HeadsDown may offer free, paid, team, or enterprise plans. Paid plans may renew automatically unless canceled before the renewal date. Prices, plan limits, billing intervals, refund terms, taxes, and cancellation rules must be stated at checkout or in an applicable order form.
TODO: Counsel and product to confirm current billing provider, plan names, auto-renewal notice language, refund policy, free trial language, taxes, and consumer cancellation requirements. Do not publish final billing terms from this draft without verification.
8. Beta features and changes
Some HeadsDown features may be beta, preview, experimental, or in development. Beta features may change, break, be rate-limited, lose data, produce inaccurate recommendations, or be discontinued.
HeadsDown may change the service to improve reliability, security, privacy, compliance, compatibility, or product quality. If a change materially affects your rights or obligations, HeadsDown will provide notice as required by law or by any applicable agreement.
TODO: Counsel to confirm notice period, deprecation policy, and enterprise contract carveouts.
9. Acceptable use
You must use HeadsDown lawfully and in accordance with the Acceptable Use Policy. You must not use HeadsDown to unlawfully monitor people, bypass consent requirements, extract sensitive data from integrations, attempt to send prohibited content to metadata-only surfaces, attack the service, interfere with other users, or violate third-party rights.
HeadsDown may suspend or terminate accounts, revoke API keys, block integrations, or remove access where it reasonably believes there is abuse, security risk, legal risk, nonpayment, or violation of these terms.
10. Security responsibilities
HeadsDown uses technical and organizational controls appropriate for a metadata-processing service. You are responsible for using strong authentication, protecting API keys and tokens, limiting integration access, and promptly notifying HeadsDown of suspected compromise.
Do not publish or share API keys, connection tokens, session tokens, recovery codes, or other credentials. HeadsDown may rotate or revoke credentials when needed to protect the service or users.
TODO: Security review to confirm every public security claim before publication. Do not claim SOC 2, immutable audit export, incident SLA, data residency, or customer-managed retention controls unless implemented and approved.
11. Privacy
The Privacy Policy explains what HeadsDown collects, what metadata-only surfaces do not accept, how data is used, how data is shared, retention posture, user rights, and privacy controls.
If you use HeadsDown for an organization or process personal data subject to a data protection law, a DPA may be required. The DPA draft in this packet is not self-serve final until legal approval.
12. Intellectual property
HeadsDown and its licensors own the service, software, design, documentation, trademarks, and related intellectual property. These terms do not transfer ownership of HeadsDown intellectual property to you.
You may not copy, modify, distribute, sell, lease, reverse engineer, or attempt to extract source code from the service except as allowed by law, by an open-source license for a specific component, or by a separate written agreement.
You retain ownership of your content and metadata, subject to the limited processing rights described in these terms.
TODO: Counsel to align with public repo open-source licenses and SDK/client distribution.
13. Feedback
If you provide feedback, suggestions, or ideas, HeadsDown may use them without restriction or obligation, unless a separate written agreement says otherwise. Do not submit confidential information as feedback unless a written agreement protects it.
14. Disclaimers
The service is provided as is and as available to the fullest extent permitted by law. HeadsDown disclaims warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, and accuracy of recommendations.
HeadsDown does not warrant that agents or integrations will follow recommendations, that recommendations will prevent all interruptions or bad outcomes, or that metadata submitted by integrations is complete or accurate.
TODO: Counsel to tailor disclaimers to applicable law and paid-plan commitments.
15. Limitation of liability
To the fullest extent permitted by law, HeadsDown will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, business interruption, security incidents caused by third-party integrations, or agent outputs.
TODO: Counsel to insert liability cap, exclusions, jurisdiction-specific carveouts, and enterprise-order-form interaction.
16. Indemnity
You will defend, indemnify, and hold HeadsDown harmless from claims arising from your misuse of the service, violation of these terms, violation of law, violation of third-party rights, content or metadata you submit, integrations you connect, or agent actions you authorize.
TODO: Counsel to confirm consumer carveouts and mutual indemnity for enterprise agreements.
17. Suspension and termination
You may stop using HeadsDown at any time. If account deletion controls are available in the product, you may use them, or you may contact HeadsDown to request deletion, subject to the Privacy Policy, DPA, retention limits, legal holds, backup retention, and technical constraints.
HeadsDown may suspend or terminate access for nonpayment, security risk, abuse, legal risk, violation of terms, or discontinuation of the service. Upon termination, your right to use the service ends.
TODO: Confirm deletion behavior, export behavior, termination notice, data return, and backup purge posture before publication.
18. Governing law and disputes
TODO: Counsel to insert governing law, venue, arbitration/class-action waiver if applicable, informal dispute process, injunctive relief carveouts, and consumer-law exceptions.
19. Changes to these terms
HeadsDown may update these terms from time to time. The updated terms will be posted with a new effective date. Continued use after the effective date means you accept the updated terms, except where law requires a different process.
TODO: Counsel to confirm notice method and material-change period.
20. Contact
Questions about these terms should be sent to TODO. Current product contact is [email protected].