Terms of Service and End User License Agreement

1. Definitions

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

2. Acceptance of Terms

2.1 Agreement Formation

This Agreement is a legally binding contract between you and NIM Labs LLC. By creating an Account, downloading or installing the Coord Runner, accessing the Service through the web application or API, or otherwise using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

2.2 Authority to Bind

If you are using the Service on behalf of an organization (such as your employer), you represent and warrant that you have the authority to bind that organization to this Agreement. In such cases, "you" and "your" refer to that organization.

2.3 Age Requirement

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

2.4 Additional Terms

Certain features or services may be subject to additional terms, policies, or guidelines posted within the Service. Those additional terms are incorporated into this Agreement by reference. In the event of a conflict between this Agreement and any additional terms, the additional terms shall control with respect to the applicable feature or service.

3. Description of the Service

3.1 Platform Overview

Coord is an agentic job orchestration platform that enables teams to coordinate human and AI agent work. The Service provides tools for creating, managing, and monitoring Jobs; orchestrating AI agents running on your local machines; managing team collaboration through Workspaces; and tracking work through a structured lifecycle.

3.2 Local Execution Model

Coord operates on a local-execution model. AI Agents run on machines you control using the Coord Runner desktop application. NIM Labs does not execute code on its own servers on your behalf, does not have access to your local file systems or execution environments, and does not host or operate AI models. Your Third-Party LLM API keys remain on your local machine and are never transmitted to Coord's servers.

3.3 Third-Party Integrations

The Service may integrate with third-party services such as GitHub, Third-Party LLM providers, and payment processors. Your use of those services is governed by their respective terms and policies. NIM Labs is not responsible for third-party services and makes no warranties regarding their availability, accuracy, or security.

3.4 Service Modifications

NIM Labs reserves the right to modify, update, or discontinue any part of the Service at any time. We will provide reasonable notice of material changes. Continued use of the Service after modifications constitutes acceptance of those changes.

4. Account Registration and Access

4.1 Account Creation

To use the Service, you must create an Account by providing accurate, complete, and current registration information. You may register using email and password or through supported third-party authentication providers (such as GitHub or Google). You agree to keep your Account information up to date.

4.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to immediately notify NIM Labs at security@coord.io of any unauthorized use of your Account or any other breach of security. NIM Labs will not be liable for any loss arising from your failure to safeguard your Account credentials.

4.3 Workspace Access

Access to Workspace features and data is governed by the role assigned to you within that Workspace (Owner, Admin, Member, or Viewer). Workspace Owners and Admins may invite, remove, or modify the roles of members. You agree to respect the access controls and permissions set by your Workspace administrators.

4.4 Account Restrictions

NIM Labs reserves the right to suspend or terminate your Account if we reasonably believe that your Account has been compromised, that you have violated this Agreement, or that your use poses a risk to the Service, other users, or NIM Labs.

5. Subscriptions, Billing, and Plans

5.1 Subscription Plans

Coord is offered under multiple subscription tiers, each with defined feature limits and pricing. The current plans are:

Current pricing and detailed feature comparisons are available at coord.io/#pricing. NIM Labs reserves the right to modify pricing with 30 days' notice.

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 Refunds

Subscription fees are generally non-refundable, except where required by applicable law. If you believe you are entitled to a refund, please contact billing@coord.io.

5.6 Free Tier

The Free plan is provided at NIM Labs' discretion and may be modified or discontinued at any time. 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.

5.7 Overdue Payments

If payment fails or your account becomes overdue, NIM Labs may suspend access to paid features until payment is resolved. We will provide notice before any suspension. Accounts with payments overdue for more than 30 days may be downgraded to the Free plan.

6. License Grant

6.1 License to Use the Service

Subject to your compliance with this Agreement, 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 in accordance with your subscription plan.

6.2 Coord Runner License

The Coord Runner desktop application is licensed, not sold. You may install and use the Coord Runner on machines you own or control, in accordance with your subscription plan. You may not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Coord Runner, except to the extent permitted by applicable law.

6.3 API Access

If you access the Service through the API, you agree to use the API in accordance with the published API documentation and any rate limits or usage restrictions associated with your plan. NIM Labs reserves the right to throttle or suspend API access that degrades the Service for other users.

6.4 License Restrictions

You may not:

• Sublicense, sell, resell, transfer, assign, or distribute the Service or any part thereof
• Modify, adapt, or create derivative works based on the Service
• Use the Service to build a competing product or service
• Access the Service in order to benchmark or monitor its availability, performance, or functionality for competitive purposes
• Use the Service in any manner that exceeds the scope of the license granted herein

7. Acceptable Use

7.1 General Conduct

You agree to use the Service only for lawful purposes and in accordance with this Agreement. You are responsible for all activity that occurs under your Account and within your Workspaces.

7.2 Prohibited Uses

You may not use the Service to:

• Violate any applicable law, regulation, or third-party rights
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Service, other Accounts, or systems connected to the Service
• Interfere with or disrupt the integrity, performance, or availability of the Service
• Scrape, crawl, or harvest data from the Service without authorization
• Use the Service to generate, store, or distribute content that is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Circumvent or attempt to circumvent any usage limits, rate limits, or security measures
• Impersonate any person or entity or misrepresent your affiliation with any person or entity

7.3 Usage Limits

Your use of the Service is subject to the limits associated with your subscription plan, including limits on active concurrent runs, storage, Workspace members, and other features. If you exceed your plan limits, NIM Labs may restrict functionality until you upgrade your plan or reduce usage.

7.4 Enforcement

NIM Labs reserves the right to investigate and take appropriate action against any violation of this Section, including removal of content, suspension or termination of Accounts, and reporting to law enforcement authorities.

8. User Content

8.1 Ownership

You retain all right, title, and interest in and to your User Content. NIM Labs does not claim ownership of any User Content you submit to the Service.

8.2 License to NIM Labs

By submitting User Content to the Service, you grant NIM Labs a limited, non-exclusive, worldwide, royalty-free license to use, store, reproduce, and display your User Content solely as necessary to provide, operate, and improve the Service. This license terminates when you delete your User Content or your Account, except for copies retained in backups (which are purged in accordance with our retention policies).

8.3 Responsibility for Content

You are solely responsible for your User Content, including its legality, reliability, accuracy, and appropriateness. NIM Labs does not review, monitor, or endorse User Content and is not liable for any User Content submitted by you or other users.

8.4 Content Deletion

You may delete your User Content at any time through the Service. Deletion of User Content from the active Service will occur promptly, but copies may persist in backups for up to 90 days. Workspace Owners may also perform bulk deletion of content within their Workspaces.

8.5 No AI Training

NIM Labs does not use your User Content, Job execution data, or session communication records to train AI or machine learning models.

9. Intellectual Property

9.1 NIM Labs IP

The Service, including its design, architecture, source code, documentation, trademarks, trade names, logos, and all other intellectual property, is and remains the exclusive property of NIM Labs LLC. Nothing in this Agreement grants you any right, title, or interest in the Service except for the limited license expressly set forth herein.

9.2 Feedback

If you provide NIM Labs with suggestions, ideas, feedback, or recommendations regarding the Service ("Feedback"), you grant NIM Labs a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate that Feedback into the Service without any obligation to you.

9.3 Output Ownership

Code, text, and other outputs generated by AI Agents running through Coord are created on your local machine using your Third-Party LLM API keys. NIM Labs does not claim any ownership of or intellectual property rights in those outputs. Ownership of AI-generated outputs is subject to the terms of your agreement with your Third-Party LLM provider and applicable law.

9.4 DMCA and Copyright

NIM Labs respects intellectual property rights. If you believe that content on the Service infringes your copyright, please notify us at legal@coord.io with a detailed description of the alleged infringement. We will respond to valid notices of claimed infringement in accordance with the Digital Millennium Copyright Act (DMCA).

10. AI Agent and Agentic Orchestration Terms

10.1 Agent Execution

When you create and run agentic Jobs, Coord orchestrates AI agents (such as Claude Code, Codex, or Gemini) that execute on your local machine via the Coord Runner. The agent operates with the permissions of your local operating system user account. You are responsible for configuring appropriate permissions and security controls on your local machine.

10.2 Tool Approval and Oversight

Coord provides a tool approval mechanism that allows you and your team to review and approve or reject actions that agents request to perform (such as file system access, terminal commands, or other operations). You are responsible for reviewing tool approval requests and understanding the implications of approving them. NIM Labs is not liable for any consequences of actions you approve.

10.3 Third-Party LLM Terms

Your use of Third-Party LLMs through Coord is subject to the terms, usage policies, and acceptable use policies of the respective LLM provider. You are responsible for complying with those terms. NIM Labs does not control, modify, or intercept the communications between the agent running on your machine and your LLM provider.

10.4 No Guarantee of Agent Outputs

AI agents may produce incorrect, incomplete, or inappropriate outputs. NIM Labs does not guarantee the accuracy, quality, safety, or fitness for purpose of any output generated by AI agents orchestrated through the Service. You are responsible for reviewing, validating, and testing all agent outputs before use.

10.5 Session Records

Coord stores session communication records (prompts sent to agents and responses received) in S3. These records count against your storage quota and are subject to your control, including deletion. Session records may contain information from your codebase or work environment that the agent processes during execution. You are responsible for understanding what data may be included in session records.

11. Data and Privacy

11.1 Privacy Policy

Your use of the Service is subject to our Privacy Policy, available at coord.io/privacy, which is incorporated into this Agreement by reference. The Privacy Policy describes how we collect, use, and protect your data.

11.2 Data Processing

To the extent that NIM Labs processes personal data on your behalf (for example, personal data contained in User Content or session records), NIM Labs acts as a data processor. Enterprise customers may request a Data Processing Agreement (DPA) by contacting privacy@coord.io.

11.3 Data Security

NIM Labs implements commercially reasonable technical and organizational measures to protect your data, as described in our Privacy Policy. However, no method of transmission over the Internet or electronic storage is 100% secure, and NIM Labs cannot guarantee absolute security.

11.4 Data Portability

You may export your User Content and Job data through the Service's export functionality or API at any time during the term of your subscription.

11.5 Data Deletion

Upon termination of your Account, NIM Labs will delete your data in accordance with the retention periods described in our Privacy Policy. You may request earlier deletion by contacting privacy@coord.io.

12. Service Availability

12.1 Availability Target

NIM Labs strives to maintain high availability of the Service but does not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, emergency maintenance, or circumstances beyond our control.

12.2 Scheduled Maintenance

We will endeavor to provide advance notice of scheduled maintenance that may affect Service availability. Notice will be provided through the Service or via email to Account holders.

12.3 Service Level Agreements

Enterprise customers may negotiate custom Service Level Agreements (SLAs) that include specific uptime commitments and remedies. For all other plans, the Service is provided on an "as available" basis without uptime guarantees.

12.4 Force Majeure

NIM Labs shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government actions, power failures, Internet or telecommunications failures, or third-party service provider outages.

13. Disclaimer of Warranties

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

14.2 Liability Cap

14.3 Agent Actions

14.4 Basis of the Bargain

The limitations and exclusions in this Section reflect a reasonable allocation of risk between the parties and are a fundamental element of the basis of the bargain between NIM Labs and you. The Service would not be provided without these limitations.

15. Indemnification

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

• Your use of the Service or any activity under your Account
• Your violation of this Agreement
• Your violation of any applicable law or regulation
• Your User Content or any content you submit through the Service
• Actions taken by AI agents operating under your direction through the Service
• Your infringement or misappropriation of any third-party intellectual property or other rights
• Any dispute between you and a third party related to your use of the Service

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

16. Term and Termination

16.1 Term

This Agreement begins when you create an Account or first access the Service and continues until terminated by either party as described below.

16.2 Termination by You

You may terminate this Agreement at any time by deleting your Account through your Account settings or by contacting support@coord.io. Termination does not entitle you to a refund of any prepaid fees, except where required by applicable law.

16.3 Termination by NIM Labs

NIM Labs may terminate or suspend your Account and access to the Service immediately, without prior notice, if you breach this Agreement, if your use poses a security risk to the Service or other users, if required by law, or if NIM Labs discontinues the Service. For convenience terminations (i.e., without cause), NIM Labs will provide at least 30 days' notice.

16.4 Effect of Termination

Upon termination:

• Your right to access and use the Service will immediately cease
• You must uninstall the Coord Runner from all machines
• NIM Labs will retain your data for 90 days to allow for Account recovery, after which it will be deleted in accordance with our Privacy Policy
• Sections that by their nature should survive termination will survive, including Sections 8 (User Content), 9 (Intellectual Property), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), and 17 (Governing Law)

17. Governing Law and Dispute Resolution

17.1 Governing Law

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 law provisions.

17.2 Informal Resolution

Before filing any formal legal proceeding, the parties agree to attempt to resolve any dispute informally by contacting legal@coord.io. The parties will negotiate in good faith for at least 30 days before pursuing formal dispute resolution.

17.3 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or at the arbitrator's discretion, may be conducted remotely. The arbitrator's decision shall be final and binding and may be enforced in any court of competent jurisdiction.

17.4 Class Action Waiver

17.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with the Privacy Policy and any additional terms referenced herein, constitutes the entire agreement between you and NIM Labs regarding the Service and supersedes all prior agreements, understandings, and communications, whether written or oral.

18.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

18.3 Waiver

The failure of NIM Labs to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by NIM Labs to be effective.

18.4 Assignment

You may not assign or transfer this Agreement or any rights hereunder without the prior written consent of NIM Labs. NIM Labs may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

18.5 Notices

Notices to you may be sent to the email address associated with your Account. Notices to NIM Labs should be sent to legal@coord.io. Notices are deemed received when sent by email (upon delivery confirmation) or when delivered by certified mail (upon receipt).

18.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between you and NIM Labs.

18.7 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

18.8 Export Compliance

You agree to comply with all applicable export and import control laws and regulations, including the U.S. Export Administration Regulations and sanctions programs administered by OFAC. You represent that you are not located in, or a resident or national of, any country subject to U.S. embargo, and that you are not on any U.S. government restricted party list.

18.9 Updates to These Terms

NIM Labs may update this Agreement from time to time. If we make material changes, we will notify you by email to your registered address or via in-product notification at least 30 days before the changes take effect. The updated terms will be posted at coord.io/terms with the revised effective date. Your continued use of the Service after the effective date of the updated terms constitutes acceptance of those changes. If you do not agree to the updated terms, you must stop using the Service and terminate your Account.

19. Contact Information

For questions about these terms, contact: