Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and CoordOS, Inc. ("CoordOS," "we," "us," or "our") covering your use of the CoordOS service. By signing up, accessing the portal, or otherwise using the service, you agree to these Terms. If you don't agree, don't use the service.

If you are signing up on behalf of a company or other organization, you represent that you have the authority to bind that organization to these Terms, and "you" includes that organization.

1. Eligibility

You must be:

• At least 18 years old (or the age of majority in your jurisdiction)
• Authorized to bind the organization you represent
• Located in a jurisdiction where the service is lawfully available
• Not previously suspended or removed from the service

The service is offered to businesses, not consumers. We may decline to register any account.

2. The service

CoordOS is an agentic office for construction and trade businesses. Our AI agents read your QuickBooks Online, Google Drive, and (with your additional consent) Gmail, propose actions for your review, and execute only actions you explicitly approve. We never write to your QBO, Drive, or Gmail without a signed approval from a person you designate.

The service may evolve. We may add, change, or remove features, but we will not materially degrade the core functionality you signed up for without 30 days notice. Beta features are clearly labeled and may change or be discontinued at any time.

3. Your account

• Credentials: keep your email and password (or SSO credentials) confidential. You're responsible for actions taken under your account.
• No sharing: don't share login credentials with anyone outside your organization. Add team members through the team-invite flow instead.
• Notify us promptly at security@coordos.ai if you suspect unauthorized access.
• Accuracy: keep your account info current. We may suspend accounts with materially inaccurate information.

4. Acceptable use

You agree not to:

• Use the service for any illegal purpose or in violation of any law
• Attempt to access another customer's tenant, data, or accounts
• Reverse-engineer, decompile, or disassemble the service
• Use the service to send spam, malware, or fraudulent communications
• Use the service to process data for which you lack a lawful basis
• Interfere with or disrupt the service, its security, or other customers
• Resell, sublicense, or rent the service without our written agreement
• Bypass approval gates, audit logging, or other security controls
• Use the service to compete with CoordOS (build a competing AI agent platform)
• Train any AI/ML model on outputs from the service for the purpose of competing with us
• Misuse the WhatsApp/SMS channel (spam, harassment, or violation of TCPA, CASL, GDPR ePrivacy, or platform rules)

We may suspend or terminate accounts that violate these rules. For severe violations (illegal activity, fraud, security breach), we may act immediately without prior notice.

5. Connected services

You authorize CoordOS to act on your behalf via OAuth scopes you approve at connection time. You can revoke any connection at any time at app.coordos.ai/settings/connections, which immediately stops all agent actions on that service.

Your OAuth refresh tokens live in our encrypted Secret Manager (per-tenant key) and are accessible only to our Token Broker service, not to our LLMs or staff.

You are responsible for: maintaining your own accounts at the connected services; compliance with those services' terms; whatever the connected services charge you.

6. Approvals and writes

Every write to your QBO, Drive, or Gmail goes through an Approval Batch:

• A natural-language summary of the proposed change
• The exact list of structured operations
• A before/after diff and total dollar impact
• Source-of-truth evidence
• An expiration (≤24 hours)
• A KMS-backed cryptographic signature

You sign approvals via the portal or via WhatsApp/SMS reply. We reject any write that doesn't match a valid signed approval. The approval audit trail is retained 7 years and exportable from your tenant at any time.

You are responsible for the content of approvals you sign. CoordOS is responsible for the integrity of the approval and audit infrastructure.

7. Pricing and payment

• Subscription: the service is offered on a subscription basis. Plan and pricing shown at coordos.ai/pricing and confirmed at signup.
• Payment processor: Stripe processes all payments. We do not store card numbers.
• Billing cycle: monthly or annual at your choice. Annual plans billed upfront.
• Auto-renewal: subscriptions auto-renew at the end of each billing period unless cancelled. Cancel at app.coordos.ai/settings/billing.
• Price changes: 30 days notice; new price applies at next renewal.
• Taxes: prices exclude taxes. You're responsible for sales tax, VAT, GST, or similar where applicable.
• Refunds: non-refundable on a pro-rata basis except where required by law. We will refund the unused portion of any annual prepayment if you cancel due to our material breach.
• Failed payments: retried per Stripe's standard schedule. After 14 days of consecutive failures we may suspend; after 30, terminate.
• Payroll API surcharge: if your plan uses the QBO Payroll integration, the $450/month QBO Payroll API fee is passed through as a separate line item; you can disable Payroll integration to remove the line.

8. Cancellation

You can cancel at any time at app.coordos.ai/settings/billing or by emailing support@coordos.ai. On cancellation:

• Your OAuth tokens are revoked immediately
• Agents stop all activity in your tenant
• Your Google Drive contents (the canonical artifacts) remain in your Drive; we do not delete or modify them
• You have 30 days to export your operational data via app.coordos.ai/admin/export
• At day 30 read-only access ends; at day 90 your operational data is hard-deleted (audit log retained per Privacy Policy Section 7)

Full data lifecycle: /disconnect.

9. Intellectual property

You own your data. Everything you connect (QBO, Drive, Gmail) and everything we generate from it on your behalf (extractions, approvals, learnings, reports) belongs to you. We claim no ownership in your business data.

We own the service. CoordOS owns and retains all rights in the CoordOS service, software, agents, skills, AI models we develop, infrastructure, brand, and documentation. You receive a limited, non-exclusive, non-transferable license to use the service per these Terms.

License to your content: you grant CoordOS a limited license to access, process, store, transmit, and display your content as necessary to provide the service to you. This license terminates when you delete the content or terminate your account, except as needed for backups or legal compliance.

Your feedback: you grant us a perpetual, royalty-free license to use your feedback to improve the service. We won't identify you in connection with your feedback without permission.

10. Confidentiality

We each may exchange Confidential Information — non-public information either party shares, including business plans, customer lists, technical info, and pricing. Exclusions: information already public, independently developed, received without restriction from a third party, or independently in the receiving party's possession.

Each party agrees to use Confidential Information only for the purpose of the service; protect it with at least the same care it uses for its own (and at minimum reasonable care); disclose it only to employees, contractors, or advisors who need it and are bound by similar obligations; return or destroy it on the other party's request following termination.

Legal disclosure obligations don't violate this section if the disclosing party gives the other party prompt notice and the chance to seek protective measures.

11. Privacy

Our collection and use of personal information is described in our Privacy Policy, incorporated by reference.

If you process personal information about EU/UK/Swiss data subjects through the service, you are the Controller and we are the Processor; the Data Processing Agreement governs that processing.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COORDOS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We make no warranty that the service will be uninterrupted, timely, or error-free; that it will meet your specific requirements; that AI-generated outputs will be accurate or complete (you are responsible for reviewing every approval before signing); or that the service will be compatible with all third-party services you might connect.

You remain responsible for the accuracy of your books, the legitimacy of your transactions, and your compliance with tax and accounting obligations. CoordOS is a tool that drafts and assists; it does not replace your judgment, your accountant, or your auditor.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY.
• COORDOS'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) US$1,000.

These limits apply even if a remedy fails of its essential purpose. They do not apply to: (a) your breach of Section 4, 9, or 10; (b) your indemnification obligations; or (c) liability that cannot be limited or excluded under applicable law.

14. Indemnification

By you: you will defend, indemnify, and hold CoordOS harmless from claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) your breach of these Terms, (b) your violation of law or third-party rights through your use of the service, (c) your content or your authorization of agent actions, or (d) your misuse of the WhatsApp / SMS channel.

By us: we will defend, indemnify, and hold you harmless from third-party claims that the service, as provided by us and used by you per these Terms, infringes a third party's intellectual property rights. If a claim is made or appears likely, we may at our option (i) modify the service to be non-infringing, (ii) obtain a license, or (iii) terminate your subscription and refund prepaid fees for the remaining term.

Indemnification is conditioned on the indemnified party (a) giving prompt written notice of the claim, (b) granting sole control of defense and settlement to the indemnifying party, and (c) cooperating reasonably.

15. Term and termination

Term: these Terms apply as long as you have an active subscription, plus any post-termination obligations that survive (Sections 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 survive termination).

Termination by you: you can cancel at any time per Section 8.

Termination by us: we may terminate or suspend your account if (a) you materially breach these Terms and fail to cure within 30 days of notice, (b) you fail to pay and don't cure within 14 days of notice, (c) you're subject to bankruptcy or insolvency proceedings, or (d) we discontinue the service (with refund for unused prepaid time).

For severe violations (illegal use, fraud, security breach, infringement of our IP), we may terminate immediately without notice or cure period.

16. Governing law

These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

17. Dispute resolution

Informal resolution first. Before filing any formal claim, you agree to try to resolve the dispute by emailing legal@coordos.ai. We will try to resolve it informally within 60 days.

Binding arbitration. If informal resolution fails, any dispute arising out of these Terms or the service will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, in San Francisco, California (or by video where the parties agree). Judgment on the award may be entered in any court of competent jurisdiction.

Carve-outs. Either party may bring a claim in small-claims court (where eligible) or seek injunctive relief in court for intellectual-property infringement, breach of confidentiality, or violation of acceptable use.

No class actions. YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS, NOT AS A CLASS ACTION OR CLASS-WIDE ARBITRATION.

Opt out. Within 30 days of accepting these Terms you can opt out of arbitration + class-action waiver by emailing legal@coordos.ai with subject Arbitration Opt-Out + your account email.

18. General

• Entire agreement. These Terms (with the Privacy Policy and DPA referenced) are the complete agreement between us.
• Modifications. Material changes notified 30 days in advance; continued use constitutes acceptance.
• Severability. Unenforceable provisions don't void the rest.
• No waiver. Failure to enforce a right is not a waiver.
• Assignment. You may not assign without our written consent. We may assign in connection with a merger, acquisition, or reorganization.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
• Independent contractors. No agency, partnership, joint venture, or employment is created.
• Notices. To CoordOS: legal@coordos.ai. To you: your account email.
• Headings. For convenience only; not part of these Terms.

19. Contact

• Legal: legal@coordos.ai
• Support: support@coordos.ai
• Privacy: privacy@coordos.ai
• Security: security@coordos.ai
• Postal: CoordOS, Inc., Wilmington, DE, USA (updated on incorporation)