Terms of Service
Effective and last updated October 18, 2026
These Terms of Service (the "Terms") are an agreement between VBS LLC ("VBS LLC," "we," "us"), 838 E High St #155, Lexington, KY 40502, and the organization that subscribes to WarmHandoff ("Customer," "you"). They govern the WarmHandoff application at my.warmhandoff.app (the "Service") and, where noted, the website at warmhandoff.app (the "Site"). Our Privacy Policy explains how we handle personal information and is part of these Terms.
By using the Service, or by accepting these Terms on behalf of an organization, you agree to them, and you confirm that you have authority to bind that organization. If you and VBS LLC have signed a separate written agreement or order form for the Service, it controls wherever it conflicts with these Terms.
1. The Service
WarmHandoff helps behavioral health and substance use treatment organizations track their referral partner relationships: logging visits and calls, following up, and seeing referral activity on a map by ZIP code area. It is not an electronic health record and does not handle clinical records, billing, or admissions. We may improve and change the Service over time. If a change materially reduces a core feature you are paying for, you may cancel and we will refund any fees you prepaid for the period after the change.
2. Accounts and users
Your administrator decides who in your organization may use the Service and what role each person has. People sign in with a one-time code sent to their email. You are responsible for the people you invite, for what they do in the Service, for keeping their email accounts secure, and for removing access when someone should no longer have it. Tell us promptly at hello@warmhandoff.app if you believe your account has been accessed without authorization.
3. Patient information
The Service is designed never to receive protected health information under HIPAA or patient records under 42 CFR Part 2. When a referral is recorded, it stores only a ZIP code, a disposition, and dates, and it suppresses every count from 1 through 10. Because of that design, VBS LLC does not enter into business associate agreements or qualified service organization agreements for the Service.
You agree not to enter protected health information, Part 2 records, or anything that identifies a person who was referred for treatment anywhere in the Service, including in free-text notes. If you learn that such information was entered, delete it and tell us so we can help remove any copies. You remain responsible for your own compliance with HIPAA, 42 CFR Part 2, the Eliminating Kickbacks in Recovery Act, and other laws that apply to your organization. Nothing in the Service, on the Site, or in these Terms is legal or compliance advice.
4. Acceptable use
You agree not to, and not to let anyone else:
- use the Service for anything unlawful, or in violation of these Terms;
- use the Service, or data from it, to calculate commissions, bonuses, or any other payment tied to the number of referrals a person brings in;
- attempt to defeat the suppression of small referral counts, or to identify any person referred;
- attempt to access another customer's data, probe or test the Service's security, or disrupt its operation;
- copy, resell, or reverse engineer the Service, or access it by automated means except as we permit in writing.
We may suspend access immediately if we reasonably believe it is needed to protect the Service, other customers, or anyone else, and we will tell you why as soon as we can.
5. Fees and payment
Fees are those in your order or, if there is none, the prices published at warmhandoff.app/#pricing when you subscribe: currently $99 per month for a single outreach seat (Solo), or $69 per outreach seat per month with a three-seat minimum (Growth), with owner and administrator seats free on both. Fees are billed monthly in advance by invoice and are due within 30 days of the invoice date. Fees do not include sales, use, or similar taxes, which you will pay where they apply.
If an invoice is more than 15 days overdue, we may suspend the Service after giving you written notice. We may change our prices by giving you at least 30 days' notice; the change applies from your next billing period after the notice period ends. Except as these Terms say otherwise, fees are not refundable, including for a partial month.
6. Term, cancellation, and termination
Your subscription runs month to month and renews automatically until it is cancelled. You may cancel at any time by emailing hello@warmhandoff.app; cancellation takes effect at the end of the billing month in which we receive it. We may end your subscription for any reason with 30 days' notice, and will refund any fees you prepaid for the period after it ends. Either party may terminate these Terms if the other materially breaches them and does not cure the breach within 15 days after written notice.
When a subscription ends, access to the Service ends. Your administrator may ask us for an export of your organization's data within 30 days afterward. We then delete your data as described in our Privacy Policy. Sections 3, 7, 8, 10, 11, 12, 13, and 15 survive the end of these Terms.
7. Your data
You own the data your organization enters into the Service ("Customer Data"). You give us permission to host, copy, process, and display Customer Data only as needed to provide, secure, and support the Service, and as described in our Privacy Policy. We do not sell Customer Data. You are responsible for having the right to enter Customer Data, including information about the people at your referral partners.
Each party will keep the other's non-public business information confidential and use it only to perform under these Terms, except where disclosure is required by law.
We will not use your organization's name, logo, or any statement from you publicly without your written permission.
8. Our property
The Service, the Site, and everything in them other than Customer Data are owned by VBS LLC and its licensors. These Terms give you a limited, non-exclusive, non-transferable right to use the Service during your subscription and nothing more. If you send us suggestions or feedback, we may use them without obligation to you.
9. Warranties and disclaimers
We will provide the Service with reasonable care and skill. Otherwise, the Service and the Site are provided "as is" and "as available." To the fullest extent the law allows, VBS LLC disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not promise that the Service will be uninterrupted or error-free, and we do not offer a service level agreement unless one is in a signed agreement with you.
10. Limitation of liability
To the fullest extent the law allows, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if it was told they were possible. Each party's total liability arising out of or relating to these Terms is limited to the fees you paid to VBS LLC for the Service in the 12 months before the event that gave rise to the claim. These limits do not apply to your obligation to pay fees, to your obligations under Sections 3 and 11, or to liability that cannot be limited by law.
11. Indemnification
You will defend VBS LLC against any third-party claim arising from Customer Data, from your breach of Section 3 or Section 4, or from your violation of law, and you will pay any resulting damages, costs, and reasonable attorneys' fees that a court awards or that you agree to in a settlement. We will tell you promptly about any such claim and cooperate reasonably, at your expense, in its defense.
12. Governing law and disputes
These Terms are governed by the laws of the Commonwealth of Kentucky, without regard to its conflict of law rules. Before either party files a lawsuit, it will first try in good faith to resolve the dispute by written notice and discussion for at least 30 days. Any lawsuit arising out of or relating to these Terms or the Service must be brought exclusively in the state or federal courts located in Fayette County, Kentucky, and both parties consent to those courts' jurisdiction. Either party may seek emergency relief in any court to protect its confidential information or intellectual property.
13. Using the Site
The Site is provided for general information about WarmHandoff. It describes our software's design and is not legal or compliance advice. Product and company names on the Site, including those in our comparisons, are trademarks of their respective owners, and their use does not imply any affiliation or endorsement. Comparisons and pricing for other products are based on information their vendors published when we wrote them and may since have changed.
14. Changes to these Terms
We may update these Terms. We will post the new version here with a new effective date and, for a material change, email your administrators at least 30 days before it takes effect. If you do not agree to a change, you may cancel before it takes effect; continuing to use the Service after that date means you accept it.
15. General
These Terms, together with any signed order form or agreement and the Privacy Policy, are the entire agreement between you and VBS LLC about the Service. If any part of these Terms is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all of your assets; we may assign them in the same circumstances. Neither party is responsible for delays or failures caused by events beyond its reasonable control. The parties are independent contractors, and these Terms create no rights for anyone else.
Notices to us must be sent to hello@warmhandoff.app or by mail to the address below. We will send notices to you at the email address of your organization's administrator.
Contact us
VBS LLC
838 E High St #155
Lexington, KY 40502
hello@warmhandoff.app