Terms of Service and End User License Agreement

1. Definitions

The following capitalized terms have the meanings set forth below when used in this Agreement:

2. Acceptance of Terms

2.1 Agreement to Terms

By registering for an Account, accessing the Service, downloading the Runner, or clicking an "I Agree" button, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety. This Agreement constitutes a legally binding contract between you (or the organization you represent) and NIM Labs LLC.

2.2 Authority

If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you are duly authorized to bind such entity to this Agreement. In that case, "you" and "your" refer to that entity. If you lack such authority, you may not accept this Agreement or use the Service on behalf of that entity.

2.3 Age Requirement

You must be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher) to use the Service. By accepting this Agreement, you represent that you meet this requirement.

2.4 Updates to Terms

NIM Labs reserves the right to modify this Agreement at any time. We will provide at least 30 days' notice of material changes via email to your registered address or via an in-product notification. Changes will only affect you to the extent they can legally apply. For example, if NIM Labs releases an update to the Service with a new Agreement and you do not use the update, then the old version of the Agreement applies. But if you do use the updates, or if you use parts of the Service that rely on any ongoing online services, then the new Agreement will apply and your continued use of the Service after the effective date of any modification constitutes acceptance of the updated terms. If you do not agree with any modification, you must stop using the Service and terminate your Account as set out in Section 16. Please check back periodically to make sure that you are aware of the latest version of this Agreement.

We may make codes of conduct and usage rules and guidance available to you, which may provide additional rules and guidance about your use of the Service. We require that you comply with these rules so that we can properly operate the Service and to ensure that our users have a safe experience. To the extent of ambiguity or conflict between a code of conduct and this Agreement, this Agreement prevails.

3. Description of the Service

3.1 Platform Overview

Coord is an agentic job coordination platform that enables individuals and teams to define, schedule, coordinate, and execute Jobs. Coord supports three types of Jobs: (a) User Jobs, where users manage tasks and attach files as deliverables; (b) Local Agent Jobs, where AI agents execute tasks on User-controlled machines via the Runner; and (c) GitHub Repository Jobs, where Coord coordinates agent work on GitHub repositories via an authorized GitHub App integration, with code changes made directly on GitHub without transiting Coord's storage. Coord functions as a coordination layer — directing work, tracking state, and managing dependencies — while actual Job execution occurs on User-controlled machines via the Runner and using User-supplied credentials.

3.2 Human-in-the-Loop Agentic Capabilities

Coord is designed and intended to operate as a human-in-the-loop coordination layer for local AI CLI tools and User-controlled execution environments. The Service may enable the configuration of AI Agents that execute User-initiated tasks, call external tools and APIs, access file systems (on User machines), and produce outputs. You acknowledge and understand that:

• All Jobs and Agent tasks are explicitly configured and placed into a ready state by a User; Coord does not run autonomous loops, initiate work on its own behalf, or programmatically orchestrate Third-Party LLM usage outside of workflows a User has defined.
• Agents act based on instructions and configurations you define, and their behavior can be complex, non-deterministic, and may produce unexpected outputs.
• Coord provides coordination infrastructure; NIM Labs does not control, verify, or review the real-time actions taken by Agents on your machines or via third-party APIs.
• You are responsible for reviewing and approving Agent actions, particularly where approval gates or review workflows have been configured.

3.3 Local Execution Model

The Runner is installed on machines you own or control. Job execution occurs locally on those machines. NIM Labs does not have direct access to your local machine resources, file systems, or execution environment. However, session communication records and files generated during Job execution may be uploaded to NIM Labs' cloud storage as described in the Privacy Policy. You bear full responsibility for the security of machines on which the Runner is installed.

3.4 Third-Party LLM Integration

The Service supports integration with certain third party artificial intelligence services, software, tools and technologies ("Third-Party LLMs") using credentials that you provide (including API keys, OAuth tokens, subscription logins, or local CLI configurations). Your use of any Third-Party LLM is governed exclusively by that provider's terms of service and usage policies. NIM Labs:

• Does not collect, store, or have access to your Third-Party LLM credentials. Your credentials remain on your local machine and are used directly by the AI agent running locally.
• Does not make representations about the availability, performance, or legality of any Third-Party LLM.
• Is not liable for any costs, outputs, errors, or policy violations arising from your use of Third-Party LLMs.
• Does not review, filter, or moderate LLM outputs generated through the Service.

4. Account Registration and Access

4.1 Registration

To access the Service, you must create an Account by providing accurate, current, and complete information including your name, email address, and any other required information. You agree to maintain and promptly update your Account information.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You agree to:

• Use a strong, unique password and enable multi-factor authentication where available.
• Notify NIM Labs immediately at legal@coord.io if you become aware of any unauthorized use of your Account.
• Not share your credentials with any third party.
• Not create multiple Accounts for the purpose of circumventing usage limits.

NIM Labs will not be liable for any loss or damage arising from your failure to protect your credentials.

4.3 Workspaces

Users may create or be invited to join Workspaces. The Account holder who creates a Workspace (the "Workspace Owner") is responsible for managing member access and permissions. Workspace Owners may invite, manage, and remove Workspace members. Members added to a Workspace are subject to this Agreement.

5. Subscriptions, Billing, and Plans

5.1 Subscription Plans

The Service is offered across the following Subscription Plans. Features and entitlements are subject to change with notice as set out in Section 2.4.

Annual billing is available at a discounted rate. Current pricing and full feature comparisons are maintained at coord.io/pricing. Entitlements are scoped per Workspace unless otherwise stated.

5.2 Payment Processing

All payments are processed through our third-party payment processor, Polar.sh. By subscribing to a paid plan, you agree to Polar.sh's terms of service and authorize recurring charges to your payment method. NIM Labs does not store your full payment card numbers or banking information.

5.3 Billing Cycle

Paid subscriptions are billed in advance on a monthly or annual basis, as selected at the time of purchase. Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date.

5.4 Plan Changes

You may upgrade or downgrade your subscription plan at any time. Upgrades take effect immediately and are prorated. Downgrades take effect at the end of the current billing cycle. If you downgrade to a plan with lower limits, you are responsible for reducing your usage to comply with the new plan's limits before the downgrade takes effect.

5.5 Taxes

Fees are exclusive of applicable taxes, levies, and duties. You are responsible for all such taxes except for taxes based on NIM Labs' net income.

5.6 Overages and Add-Ons

If your usage exceeds the storage allocation for your Subscription Plan, additional storage may be purchased as an add-on subject to the pricing set out at coord.io/pricing. Exceeding storage limits may result in the suspension of new Job executions until usage is reduced or additional storage is purchased.

5.7 Late Payment and Suspension

If any fees are past due by more than 10 days, NIM Labs reserves the right to suspend access to the Service until outstanding amounts are paid. Accounts suspended for non-payment for more than 30 days may be terminated.

5.8 Refund Policy

All fees are non-refundable except where required by applicable law. NIM Labs may, at its discretion, issue credits or refunds in exceptional circumstances. Enterprise agreements may specify additional refund terms.

Right of Withdrawal (EEA and UK consumers). If you are a consumer residing in the European Economic Area or the United Kingdom, you have the right to withdraw from any purchase made directly with NIM Labs within 14 days of receiving your order confirmation, without giving any reason. You are eligible for a full refund during this period unless you have expressly consented to the Digital Product being made available to you immediately and acknowledged that you thereby waive your right of withdrawal. To exercise this withdrawal right, please notify us by an unequivocal written statement (by post or email) using the contact details in Section 19 before the 14-day period expires.

Statutory rights unaffected. Nothing in this Section 5.8 limits or excludes any statutory rights you may have that cannot be waived or restricted by agreement. In particular:

• UK consumers: Your rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 remain unaffected.
• EEA consumers: Your rights under EU Directive 2019/770 on contracts for the supply of digital content and digital services, as implemented in your member state, remain unaffected.
• US consumers: Applicable federal and state consumer protection laws may provide you with additional rights. Some states do not permit the exclusion of implied warranties or the limitation of liability for certain types of loss, in which case those exclusions or limitations in this Agreement will not apply to you to the extent prohibited by law.

5.9 Free Tier

The Free plan is provided at NIM Labs' discretion and may be modified, suspended, or discontinued at any time with reasonable notice. Free plan users are subject to the same terms as paid users, except where specific features or limits differ as described in the plan comparison.

6. License Grant

6.1 Service License

Subject to your compliance with this Agreement and payment of applicable fees, NIM Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service (including the web application, API, and Coord Runner) solely for your internal business or personal purposes during the term of your subscription.

6.2 Coord Runner Software License

Subject to the terms of this Agreement, NIM Labs grants you a limited, non-exclusive, non-transferable license to download, install, and use the Coord Runner software solely in connection with your authorized use of the Service, on machines you own or control.

6.3 License Restrictions

You may not, directly or indirectly:

• License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the Service or Runner to any third party.
• Modify, translate, adapt, or create derivative works based on the Service or Runner.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service or Runner, except as permitted by applicable law.
• Remove, alter, or obscure any proprietary notices or labels on the Service or Runner.
• Use the Service to build a competing product or service, or allow access by a competitor for such purpose.
• Use the Service in any manner that exceeds the scope of your Subscription Plan.
• Attempt to gain unauthorized access to any part of the Service or related systems.

6.4 Updates and Modifications

NIM Labs may release updates, patches, or new versions of the Runner or Service at any time. Updates may be applied automatically and your continued use of the Service constitutes acceptance of such updates. NIM Labs reserves the right to modify or discontinue any features with reasonable notice.

7. Acceptable Use

7.1 General Obligations

You agree to use the Service only for lawful purposes and in accordance with this Agreement. You represent that your use of the Service will not violate any applicable laws, regulations, or third-party rights.

7.2 Prohibited Uses

You must not use the Service to:

• Create, transmit, or store any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• Violate any applicable laws, including privacy, intellectual property, export control, and data protection laws.
• Introduce malware, viruses, or other malicious code into the Service or any system accessed by Agents.
• Use AI Agents to conduct phishing, social engineering, spam, or credential harvesting.
• Use Agents to access, scrape, or exfiltrate data from systems or networks without proper authorization.
• Generate or distribute content that infringes any third-party intellectual property rights.
• Attempt to circumvent rate limits, access controls, or security measures of the Service.
• Resell, broker, or commercialize access to the Service without NIM Labs' prior written consent.
• Use the Service to develop, train, or improve any AI model or competing service.
• Use the Service in a manner that places an unreasonable burden on NIM Labs' infrastructure.
• Operate the Service as a hosted service, backend, harness, or agent framework that provides third parties (other than you or your own organization) with access to Third-Party LLMs through the Service.
• Use the Service in a manner that you know, or reasonably should know, violates the terms of service, acceptable use policy, or subscription terms of any Third-Party LLM provider, including any restriction on the use of non-native clients, automated or unattended access, or pooled or shared credentials.

7.3 Agentic Use Restrictions

Given the tool-using and non-deterministic capabilities of AI Agents coordinated through the Service, you additionally agree not to configure Agents to:

• Take irreversible destructive actions (e.g., mass deletion of files, database drops) without explicit approval gates enabled.
• Transmit sensitive personal data (PII, PHI, financial information) to unauthorized third parties.
• Impersonate any person or entity or misrepresent the AI-generated nature of communications.
• Operate outside the boundaries of systems you own or have explicit authorization to access.

7.4 Enforcement

NIM Labs reserves the right, but not the obligation, to investigate and take action against any violations of this Section, including suspending or terminating your Account, removing User Content, and reporting violations to law enforcement authorities.

8. User Content

8.1 Ownership

As between you and NIM Labs, you retain all right, title, and interest in and to your User Content, including all Job configurations, inputs, outputs, and data. This Agreement does not transfer any ownership of User Content to NIM Labs.

8.2 License to NIM Labs

You grant NIM Labs a limited, non-exclusive, worldwide license to access, process, copy, and use your User Content solely as necessary to provide, maintain, and improve the Service, and to comply with applicable legal obligations. This license terminates when your Account is deleted and User Content is purged in accordance with our data retention schedule.

8.3 Responsibility for User Content

You are solely responsible for all User Content you submit, generate through Agents, or otherwise make available via the Service. You represent and warrant that:

• You have all rights necessary to submit User Content to the Service.
• Your User Content does not infringe any third-party intellectual property, privacy, or other rights.
• Your User Content does not violate any applicable laws or this Agreement.

8.4 No Review of User Content

NIM Labs does not pre-screen User Content, including Agent outputs. NIM Labs reserves the right to remove or disable access to User Content that it determines, in its sole discretion, violates this Agreement or applicable law.

8.5 LLM-Generated Outputs

Outputs generated by Third-Party LLMs through the Service may be subject to the content policies of those providers. You acknowledge that LLM-generated outputs may be inaccurate, incomplete, biased, or otherwise unsuitable for particular purposes. You are solely responsible for reviewing and validating any Agent or LLM outputs before relying on them.

9. Intellectual Property

9.1 NIM Labs Ownership

As between you and NIM Labs, NIM Labs retains all right, title, and interest in and to the Service, the Runner, and all related technology, including all intellectual property rights therein. Nothing in this Agreement transfers any NIM Labs intellectual property to you. All rights not expressly granted are reserved.

9.2 Feedback

If you provide NIM Labs with any feedback, suggestions, or ideas regarding the Service ("Feedback"), you hereby assign to NIM Labs all right, title, and interest in such Feedback, and NIM Labs may use it for any purpose without restriction or compensation to you. To the extent that such assignment is not enforceable under applicable law, you hereby grant NIM Labs a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and otherwise exploit such Feedback for any purpose without restriction or obligation to you.

9.3 Trademark

"Coord," "NIM Labs," coord.io, and related logos and marks are trademarks of NIM Labs LLC. You may not use these marks without prior written permission, except as necessary to identify the Service in factual references.

9.4 Third-Party Components

The Service may incorporate open-source or third-party components, including without limitation Third-Party LLMs. Such components are used under their respective licenses, which do not affect your rights or obligations under this Agreement.

10. AI Agent and Agentic Coordination Terms

10.1 Your Responsibility for Agent Configuration

You are solely responsible for all Agent configurations, including the tasks, permissions, tools, and approval workflows you define. You acknowledge that:

• Agents may take actions that have real-world consequences on systems, data, and third-party services.
• The behavior of Agents depends in part on the outputs of Third-Party LLMs, which are non-deterministic and outside NIM Labs' control.
• Enabling Agents to operate without human approval gates increases the risk of unintended actions.

10.2 Human Oversight

NIM Labs strongly recommends enabling approval gates and human-in-the-loop review workflows for any Agent tasks that are irreversible, high-stakes, or involve access to sensitive systems or data. NIM Labs is not liable for damages arising from Agent actions taken without appropriate human oversight controls.

10.3 Third-Party LLM API Terms

When you configure Agents to use Third-Party LLMs with your own credentials:

• You are solely responsible for compliance with the applicable Third-Party LLM provider's terms of service, acceptable use policies, and applicable law.
• All usage costs or subscription fees charged by Third-Party LLM providers are your sole responsibility.
• Your AI agent uses your credentials directly on your local machine to authenticate with your LLM provider. NIM Labs does not transmit, proxy, or have access to your credentials at any point.
• NIM Labs makes no representations about the availability, accuracy, or safety of any Third-Party LLM output.

10.4 Local Machine Execution

The Runner executes Jobs on machines you control. You acknowledge that:

• NIM Labs has no visibility into or control over the execution environment on your machines.
• You are responsible for the security, configuration, and integrity of machines running the Runner.
• Any access granted to Agents over local file systems or network resources is granted by you and is your responsibility.

10.5 Liability Limitation for Agent Actions

10.6 Human-in-the-Loop Operation

Coord is designed and intended to operate as a human-in-the-loop system for coordinating work across User-controlled environments. By using the Service, you acknowledge and agree that:

• all Jobs must be explicitly initiated by a User;
• execution of Jobs proceeds only within workflows, dependency graphs, queues, and approval gates that the User has explicitly configured and placed into a ready state; and
• Coord does not execute Jobs autonomously, without User awareness, or outside of workflows a User has explicitly configured and initiated.

Coord is not designed for, and must not be used for, unattended or background autonomous agent execution, automatic task chaining, self-initiated execution loops, or programmatic scaling of Third-Party LLM usage beyond direct User control.

10.7 No Automated Orchestration of Third-Party LLMs

Coord provides Job coordination features, including queuing, ready-state dispatch to Runners, and User-defined dependency relationships between Jobs (for example, a Job configured to begin only after another Job has completed). All such coordination operates exclusively on Job graphs that a User has explicitly configured and placed into a ready state. Coord does not create, modify, initiate, or chain Jobs on its own behalf, does not generate new work without User configuration, and does not execute self-initiated loops or autonomous sequences of Third-Party LLM activity outside of workflows a User has defined.

Coord does not proxy, relay, intermediate, or route requests to any Third-Party LLM through NIM Labs' infrastructure. All Third-Party LLM interactions occur directly between the User's execution environment (including any Runner deployment, whether individual or shared) and the Third-Party LLM provider, using credentials supplied and controlled by the User or the User's organization.

10.8 User Responsibility for Third-Party LLM Compliance

You are solely responsible for ensuring that your configuration and use of the Service — including the selection, authorization, and type of credentials used to access any Third-Party LLM, and the deployment model you choose (whether individual, shared runner, or otherwise) — complies with the terms of service, acceptable use policies, subscription terms, rate limits, and licensing requirements of each Third-Party LLM provider. You acknowledge that some Third-Party LLM providers impose restrictions on:

• the types of credentials that may be used with non-native clients, including, in some cases, restrictions on the use of subscription-based authentication tokens with tools other than the provider's own native applications;
• shared, multi-user, or pooled access to provider accounts; and
• automated, programmatic, unattended, or high-volume usage.

You are solely responsible for reviewing and complying with all such restrictions. NIM Labs makes no representation that any particular deployment of the Service, or any particular manner of accessing a Third-Party LLM through the Service, is permitted by any Third-Party LLM provider, and NIM Labs does not monitor, enforce, or verify your compliance with Third-Party LLM terms.

10.9 Intended Use

The Service is intended solely for interactive, User-driven workflows and is not designed, licensed, or supported as a compute backend, batch processing system, harness, agent framework, or automation engine for Third-Party LLM workloads. Any use of the Service inconsistent with this intended purpose is strictly prohibited and may result in suspension or termination under Section 16.3.

11. Data and Privacy

11.1 Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy. By using the Service, you consent to the collection and use of your personal data in accordance with the Privacy Policy.

11.2 Data Security

NIM Labs implements commercially reasonable technical and organizational measures to protect User Content and personal data from unauthorized access, disclosure, or destruction. These include encryption of data in transit and at rest, with encryption key management tiered by Subscription Plan: Free, Starter, and Team plans use NIM Labs-managed shared encryption keys; Scale plans use a dedicated per-customer encryption key managed by NIM Labs; Enterprise customers may bring and manage their own encryption keys (BYOK — Bring Your Own Key). However, no security measure is perfect, and NIM Labs cannot guarantee the absolute security of data transmitted to or stored by the Service.

11.3 Data Processing

To the extent that you submit personal data of your end users or employees to the Service, you represent that you have obtained all necessary consents and have a lawful basis for processing such data. Customers who require a Data Processing Agreement (DPA) pursuant to GDPR or other applicable data protection laws may request one at legal@coord.io.

11.4 Data Retention and Deletion

NIM Labs retains User Content for the period necessary to provide the Service. Job logs and output data are retained subject to storage limits applicable to your Subscription Plan. Upon Account termination, User Content is deleted within 90 days, except where retention is required by law.

11.5 Job Execution Data

For the purpose of providing the Service, NIM Labs may collect and process metadata about Job executions, including Job identifiers, status, timing, error logs, and usage statistics. This operational data is used solely to operate, improve, and secure the Service.

12. Service Availability

12.1 Uptime Commitment

Subject to Section 13, NIM Labs will use commercially reasonable efforts to make the Service available with high availability. Specific uptime commitments applicable to paid Subscription Plans may be set forth in separate agreements with Enterprise customers. The Free tier and standard paid plans are provided without uptime guarantees.

12.2 Maintenance

NIM Labs may perform scheduled or emergency maintenance that may result in temporary Service unavailability. NIM Labs will provide advance notice of scheduled maintenance where reasonably practicable.

12.3 Service Modifications

NIM Labs reserves the right to modify, update, or discontinue any aspect of the Service at any time. For material feature removals affecting paid plans, NIM Labs will provide at least 30 days' notice.

12.4 Third-Party Service Availability

The Service relies on third-party infrastructure and services. NIM Labs is not responsible for outages or degradation caused by third-party providers, including cloud hosting providers, Third-Party LLM providers, or payment processors.

13. Disclaimer of Warranties

NIM Labs does not warrant that:

• The Service will be uninterrupted, error-free, or secure.
• Any defects in the Service will be corrected.
• AI Agent outputs will be accurate, complete, reliable, or suitable for any particular purpose.
• The Service will meet your specific business requirements.

Any advice or information, whether oral or written, obtained from NIM Labs or through the Service does not create any warranty not expressly stated in this Agreement.

Nothing in this section shall exclude or limit any warranty or consumer guarantee that cannot be excluded or limited under applicable law, including the UK Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the EU Directive 2019/770, or any other mandatory consumer protection legislation in your jurisdiction. To the extent such statutory rights apply, NIM Labs' liability shall be limited to the maximum extent permitted by such laws.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

14.2 Cap on Liability

14.3 Essential Basis

You acknowledge that the limitations of liability set forth in this Section reflect a reasonable and fair allocation of risk between the parties and are an essential element of the basis of the bargain between NIM Labs and you. NIM Labs would not have entered into this Agreement without these limitations.

14.4 Exceptions

Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law, including but not limited to liability under mandatory consumer protection statutes.

15. Indemnification

You agree to indemnify, defend, and hold harmless NIM Labs and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service in violation of this Agreement.
• User Content submitted by you or Agent outputs generated under your Account.
• Your violation of any applicable laws or third-party rights.
• Actions taken by AI Agents configured by you, including unauthorized access to systems or data.
• Your use of Third-Party LLM APIs in violation of those providers' terms.
• Your installation or use of the Runner on machines you do not own or are not authorized to control.

NIM Labs reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with NIM Labs in asserting available defenses.

16. Term and Termination

16.1 Term

This Agreement commences on the date you first accept it and continues until terminated by either party in accordance with this Section.

16.2 Termination by You

You may terminate your Account and this Agreement at any time by following the Account deletion process in your Account settings. Termination does not entitle you to a refund of any prepaid fees except as required by applicable law.

16.3 Termination or Suspension by NIM Labs

NIM Labs may suspend or terminate your Account and access to the Service immediately if:

• You materially breach this Agreement and fail to cure such breach within 15 days of written notice.
• You engage in prohibited activities set out in Section 7 or Section 10.
• Required by law or to protect the security, integrity, or availability of the Service.
• You fail to pay any amounts owed under your Subscription Plan.

16.4 Effect of Termination

Upon termination for any reason:

• All licenses granted to you under this Agreement will immediately terminate.
• You must uninstall and cease use of the Runner.
• You must immediately pay any outstanding fees.
• NIM Labs will delete your User Content within 90 days, subject to legal retention obligations.
• Provisions of this Agreement that by their nature should survive termination will survive, including Sections 8.1, 9, 10.5, 11.4, 13, 14, 15, 16.4, 17, 18, and 19.

17. Governing Law and Dispute Resolution

17.1 Governing Law

To the maximum extent permitted by the local law applicable in the country in which you obtain or use the Service, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

In addition, you may have the legal right to bring proceedings in your local jurisdiction and, if this is the case, you may bring proceedings there.

If you are an EEA consumer, nothing in this Agreement shall deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the law of the EEA member state in which you are habitually resident.

If you are a UK consumer, nothing in this Agreement shall deprive you of the protection afforded to you by mandatory provisions of UK law applicable in the country in which you are habitually resident. For instance, if you live in England you can bring legal proceedings in respect of the Service in either the English or Delaware courts.

17.2 Informal Resolution

Before filing a formal legal claim, you agree to contact NIM Labs at legal@coord.io and provide a written description of the dispute. The parties agree to negotiate in good faith for 30 days before resorting to formal proceedings.

17.3 Arbitration

Any dispute arising out of or relating to this Agreement that cannot be resolved informally shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, except for claims that may be brought in small claims court. The arbitration shall be conducted in Los Angeles County, California, or remotely by mutual agreement. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If you are a consumer and the arbitration filing fees, administrative costs, or arbitrator fees exceed what you would have incurred in court proceedings, NIM Labs shall pay the excess costs. In all cases, each party shall bear its own attorneys' fees unless the arbitrator determines that a claim or defense was frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

17.4 Class Action Waiver

17.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with any Order Forms, constitutes the entire agreement between the parties with respect to the Service and supersedes all prior agreements, representations, and understandings regarding its subject matter. Nothing in this Section shall exclude or limit liability for fraud or fraudulent misrepresentation.

18.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties to the greatest extent possible. If such reformation is not possible, the offending provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith a replacement provision that is enforceable and that most closely reflects the economic and legal intent of the severed provision.

18.3 Waiver

No failure or delay by NIM Labs to exercise any right or remedy shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of NIM Labs.

18.4 Assignment

You may not assign or transfer this Agreement, or any rights or obligations under it, without NIM Labs' prior written consent. NIM Labs may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section is null and void.

18.5 Force Majeure

NIM Labs shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, government action, power failures, or internet outages.

18.6 Notices

NIM Labs may provide notices to you by email to your registered address, by in-product notification, or by posting on coord.io. You may provide notices to NIM Labs at legal@coord.io or NIM Labs LLC, 1907 Olympic Blvd, Santa Monica, CA 90404.

18.7 Export Compliance

You agree to comply with all applicable export control laws and regulations. You represent that you are not on any government denied-parties list and will not export or re-export the Service or Runner to any prohibited country, entity, or individual.

18.8 No Third-Party Beneficiaries

This Agreement does not confer any rights or remedies on any third party and does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

18.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

19. Contact Information

If you have any questions about this Agreement, please contact: