Terms of Service · Version 1.0 · Effective 2026-05-31

Terms of Service

1. Acceptance of Terms

1.1. These Terms of Service (the "Terms") form a binding agreement between you (or the company you represent) and CoordOS Inc. ("CoordOS", "we", "us", or "our") governing your access to and use of the CoordOS service, including the Agent Desks, the office-team coordinators (such as Oliver, Marcus, Dana, Sofia, Evan, Claire, Buildy, and Zion), the customer portal at app.coordos.ai, the marketing site at coordos.ai, integrations, APIs, and any related software or documentation (collectively, the "Service").

1.2. By signing up for an account, clicking "I agree", entering payment information, inviting users to a tenant, or otherwise accessing or using the Service, you accept these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" or "you" refers to that entity.

1.3. If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

2.1. CoordOS provides a software-based office team for construction businesses. The Service combines a customer portal, integrations with the systems you already use (such as Google Drive, QuickBooks Online, Gmail or Outlook, and WhatsApp), and a crew of AI coordinators ("Agent Desks") who read what comes in, draft work, stage transactions, and bring decisions to you for approval.

2.2. Agent Desks include, among others: Oliver (Office Manager), Dana (Bookkeeping), Sofia (Field Intake), Marcus and Evan (Estimating and Takeoffs), Claire (Client Liaison), Buildy (Project Coordination), and Zion (Ledger and Reconciliation). The roster, scopes, and behaviors of Agent Desks may evolve over time.

2.3. The Service is delivered as a hosted, multi-tenant cloud product. The exact features available to you depend on the Agent Desks and add-ons in your active subscription.

2.4. Beta and early-access features may be offered from time to time on an "as is" basis with no service-level commitment and may be withdrawn or modified at any time.

3. Account, Tenant, and Authorized Users

3.1. Tenant. Each Customer has its own isolated workspace within the Service (a "Tenant"). One Tenant corresponds to one Customer (one company or legal entity). The individual who signs up the Customer or who is designated by the Customer as the contracting party is the "Owner".

3.2. Roles. Within a Tenant, individuals may have one of the following roles:

• Owner — the contracting party; holds full administrative control and is the sole approver for actions that move money or send mail on the Customer's behalf, unless the Owner delegates that authority within the Service.
• Admin — an individual the Owner authorizes to manage the Tenant's settings, users, and integrations.
• Member — an authorized employee or contractor of the Customer who can use the Service within the scope set by the Owner or Admin.
• Site Super — a field-side user (foreman, superintendent, lead) granted scoped access for daily logs, photos, and field intake.
• Client — an end-user of the Customer (such as a homeowner) who may receive updates or limited views through the Service.

3.3. Clients and Site Supers interact with the Service as users of the Customer's Tenant. The contractual relationship governed by these Terms is between CoordOS and the Customer; the Customer is responsible for the conduct of its Authorized Users and for ensuring that any end-user receiving updates has consented to the relevant communications as required by applicable law.

3.4. Account security. You are responsible for keeping account credentials confidential, for enabling multi-factor authentication where offered, and for all activity that occurs under your account. Notify us at hello@coordos.ai promptly if you suspect unauthorized access.

4. Subscription, Fees, and Billing

4.1. Plans. The Service is offered as a subscription, with pricing posted at https://coordos.ai/#pricing. Plans are sold as Agent Desks (currently US $1,000 per desk per month) or as The Complete Office (currently US $5,000 per month), with optional add-ons. Annual billing is offered at a 15% discount versus monthly.

4.2. Billing. When card-based billing is enabled, payments are processed by our payment processor (currently Stripe). By providing payment information you authorize CoordOS and its payment processor to charge the applicable fees, including taxes, to the payment method on file. You are responsible for keeping your billing information current.

4.3. Auto-renewal. Subscriptions renew automatically at the end of each billing cycle (monthly or annual, as selected) at the then-current rate for your plan, until cancelled by you through the Customer Portal or by written notice to hello@coordos.ai.

4.4. Price changes. We may change subscription pricing from time to time. For existing paid subscriptions, material price increases take effect at the start of the next renewal term and only after at least thirty (30) days' prior notice by email and through the Customer Portal.

4.5. Taxes. Fees are exclusive of applicable taxes (such as HST, GST, PST, VAT, sales, or use tax). You are responsible for any such taxes other than taxes based on CoordOS's net income.

4.6. Refunds. Except where required by applicable law, fees are non-refundable and partial periods are not pro-rated. If you believe you were billed in error or you experienced a significant service issue, contact hello@coordos.ai within thirty (30) days of the charge and we will review the matter in good faith on a case-by-case basis.

4.7. Past-due amounts. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend or terminate the Service for non-payment as described in Section 15.

5. Acceptable Use

5.1. You agree not to, and not to allow any Authorized User or third party to:

• use the Service for any unlawful, fraudulent, infringing, or harmful purpose, or to transmit content that is illegal, defamatory, or violates the rights of others;
• use the Service to send unsolicited bulk communications, spam, phishing messages, or any communication that violates applicable anti-spam laws (including CAN-SPAM, CASL, and GDPR/PECR);
• abuse, misuse, or circumvent the intended use of any third-party integration (including Google, Intuit, Microsoft, Stripe, SendGrid, or Anthropic), or use such integrations in violation of their terms;
• attempt to gain unauthorized access to the Service, other tenants, or underlying systems, or interfere with or disrupt the integrity or performance of the Service;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service, except to the extent that this restriction is prohibited by law;
• use the Service to train competing AI models or to build a competing product or service;
• resell, sublicense, rent, lease, time-share, or otherwise make the Service available to third parties on a service-bureau basis, except as permitted by an executed reseller agreement with CoordOS.

5.2. We may investigate suspected violations and may suspend or terminate access (in whole or in part) where we believe in good faith that a violation has occurred, with notice where reasonably possible.

6. Customer Data Ownership

6.1. "Customer Data" means all content, data, files, messages, drawings, photos, financial records, project data, and other information that you or your Authorized Users upload to, generate within, or store through the Service, including content held in your connected Google Drive, your QuickBooks Online file, and the portion of CoordOS's Firestore database scoped to your Tenant.

6.2. As between you and CoordOS, you retain all right, title, and interest in and to Customer Data. CoordOS does not claim ownership of Customer Data.

6.3. You grant CoordOS a limited, worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, modify, and process Customer Data solely as needed to operate and provide the Service to you, to enforce these Terms, and to comply with law. This license terminates when the relevant Customer Data is deleted or your subscription ends, subject to the retention provisions in our Privacy Policy.

6.4. We will not sell Customer Data. We will not use Customer Data to train foundation models for the benefit of third parties.

6.5. You are responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for having all rights necessary to upload it and have it processed through the Service.

7. AI-Generated Output and Agent Actions

7.1. What the Agent Desks do. The Agent Desks generate output (such as written summaries, drafted emails, cost-coded bills, takeoff line items, budget proposals, daily logs, project schedules, and client updates) and propose actions on your behalf. Subject to the approval gating described below, on your approval the Agent Desks may write to your connected systems, including:

• creating, updating, or deleting bills, invoices, journal entries, or other records in your QuickBooks Online file;
• updating budget cells, schedules, or other content in your Google Sheets;
• creating, moving, renaming, or modifying files and folders within your Google Drive;
• sending email from a mailbox or domain you have authorized CoordOS to send from (whether your Google or Microsoft mailbox via OAuth, or our shared email service); and
• sending messages through other authorized channels (such as WhatsApp, where enabled).

7.2. Owner approval is the gate. Actions that move money (such as recording a bill, paying a bill where supported, sending an invoice, or sending email on your behalf) require explicit approval by the Owner (or another Authorized User the Owner has designated as an approver in the Service) before they are executed. Approval may be given per item or, where you choose, by configured rule. The Service does not, by default, take money-moving or outbound-communication actions without an in-the-loop human approval.

7.3. Review obligation. You are responsible for reviewing Agent-generated output and proposed actions before approving them, including for accuracy, completeness, appropriateness, and compliance with your internal policies, contracts, and applicable law. The Agent Desks are tools to assist you; they do not replace your business judgment.

7.4. "AS IS" output. Output produced by the Agent Desks (including text, numbers, classifications, summaries, and proposed actions) is generated by artificial-intelligence models and may be incomplete, inaccurate, biased, or otherwise inappropriate for your particular use. CoordOS makes no representation or warranty about the accuracy, reliability, suitability, completeness, or non-infringement of any AI-generated output.

7.5. Actions in your systems. Once an Authorized User approves an action, the resulting change is made in your connected system (for example, your QuickBooks file, your Google Drive, your mailbox). Such changes are your changes, made by your authorized user with the assistance of the Service. To the maximum extent permitted by law, CoordOS is not liable for the contents, consequences, or downstream effects of actions you or your Authorized Users approve, including effects on your books, taxes, contracts, relationships with customers and subcontractors, or compliance posture.

7.6. Financial and professional decisions. CoordOS is not a licensed accountant, bookkeeper, lawyer, engineer, or other regulated professional, and the Service does not provide accounting, tax, legal, engineering, or other professional advice. Financial, accounting, tax, legal, and contractual decisions remain entirely the Customer's, and the Customer should consult its own professionals for advice.

7.7. Disable or pause. The Owner may at any time pause an Agent Desk, restrict an integration, remove an integration's authorization, or limit which actions may be auto-approved, through the settings exposed in the Service.

8. Third-Party Integrations

8.1. The Service connects to third-party services (collectively, "Third-Party Services") that you authorize, which may include Google (Workspace, Drive, Gmail, Calendar), Intuit (QuickBooks Online), Microsoft (Outlook, Microsoft 365), Stripe (billing), SendGrid (email delivery), Anthropic (AI model inference), and others as listed at coordos.ai/subprocessors.

8.2. By connecting a Third-Party Service, you authorize CoordOS to access, read, and (within the scope you grant via OAuth or analogous mechanism) write to that Third-Party Service on your behalf, in order to provide the Service and the Agent Desks you have subscribed to.

8.3. Your use of a Third-Party Service is governed by that provider's own terms and privacy policy. CoordOS is not responsible for any Third-Party Service, including its availability, accuracy, content, or its acts or omissions.

8.4. You may revoke an integration at any time, either through the Service or directly with the Third-Party Service. Revoking an integration will impair or disable the Agent Desks and features that depend on it.

9. Confidentiality

9.1. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances. Customer Data is the Customer's Confidential Information. CoordOS's non-public technical information, pricing (other than publicly posted pricing), and roadmap are CoordOS's Confidential Information.

9.2. The Recipient will (a) use Confidential Information only to perform under, or exercise its rights under, these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) not disclose it to third parties except to its employees, contractors, advisors, and subprocessors who need it and are bound by confidentiality obligations no less protective than those in this Section.

9.3. The obligations in this Section do not apply to information that is or becomes public through no fault of the Recipient, was rightfully known to the Recipient before disclosure, is independently developed without use of the Discloser's Confidential Information, or is rightfully received from a third party without confidentiality obligations.

9.4. The Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided that it gives the Discloser prompt notice where legally permitted and reasonable cooperation with any effort to limit or contest the disclosure.

10. Intellectual Property

10.1. As between the parties, CoordOS owns and retains all right, title, and interest in and to the Service, including the underlying software, agent skill prompts, agent role designs, evaluation systems, models and weights it owns, documentation, brand assets, and all improvements and derivative works of the foregoing, together with all intellectual property rights therein.

10.2. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data, subject to the limited license granted in Section 6.3.

10.3. Feedback. If you provide CoordOS with suggestions, ideas, or feedback about the Service, you grant CoordOS a perpetual, irrevocable, royalty-free license to use such feedback for any purpose, including to improve the Service, without any obligation or compensation to you.

10.4. Aggregated and de-identified data. CoordOS may collect and use aggregated and de-identified usage data and metrics from the operation of the Service to operate, improve, and secure the Service and to publish industry benchmarks, provided that such data does not identify you or any individual.

11. Warranty Disclaimer

11.1. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ALL AGENT-GENERATED OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COORDOS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

11.2. WITHOUT LIMITING THE FOREGOING, COORDOS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DATA OR OUTPUT WILL BE ACCURATE, RELIABLE, OR COMPLETE.

12. Limitation of Liability

12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COORDOS FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3. The limitations in this Section 12 do not apply to: (a) a party's indemnification obligations under Section 13; (b) breach of confidentiality obligations under Section 9; (c) a party's gross negligence or willful misconduct; or (d) liabilities that cannot be limited or excluded under applicable law.

13. Indemnification

13.1. By Customer. Customer will defend, indemnify, and hold harmless CoordOS and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding (each a "Claim"), and all related damages, liabilities, costs, and expenses (including reasonable attorneys' fees) finally awarded or agreed in settlement, arising out of or related to: (a) Customer Data, including any allegation that Customer Data infringes a third party's rights, violates law, or was used or disclosed unlawfully; (b) Customer's or its Authorized Users' breach of Section 5 (Acceptable Use) or of any third-party integration's terms; or (c) actions taken in connected Third-Party Services pursuant to approval by an Authorized User.

13.2. By CoordOS. CoordOS will defend, indemnify, and hold harmless Customer from and against any third-party Claim, and all related damages, liabilities, costs, and expenses (including reasonable attorneys' fees) finally awarded or agreed in settlement, alleging that the Service as provided by CoordOS and used by Customer in accordance with these Terms infringes a third party's patent, copyright, or trademark, or misappropriates a third party's trade secret. CoordOS has no obligation for any Claim arising from: (a) Customer Data; (b) modifications to the Service not made by CoordOS; (c) combination of the Service with products, data, or services not provided by CoordOS, where the Claim would not have arisen but for the combination; or (d) Customer's continued use of an allegedly infringing version after CoordOS has made a non-infringing alternative available.

13.3. Procedure. The indemnified party will promptly notify the indemnifying party of the Claim, give sole control of the defense and settlement to the indemnifying party (provided that no settlement may admit liability or impose obligations on the indemnified party without its consent, not unreasonably withheld), and provide reasonable cooperation.

14. Termination

14.1. By Customer. You may cancel your subscription at any time through the Customer Portal (Settings → Billing) or by emailing hello@coordos.ai. Cancellation takes effect at the end of the then-current billing period; the Service remains available until then.

14.2. By CoordOS for cause. CoordOS may suspend or terminate these Terms and your access to the Service for material breach not cured within thirty (30) days after written notice (or immediately for breaches that by their nature cannot be cured, such as misuse that endangers other customers or third-party systems).

14.3. By CoordOS for convenience. CoordOS may discontinue the Service or any material part of it on at least sixty (60) days' prior notice, in which case CoordOS will refund any pre-paid, unused fees on a pro-rated basis for the discontinued period.

14.4. Effect of termination. On termination or expiry, your active Tenants are downgraded to a read-only state for thirty (30) (the "Grace Period"). During the Grace Period, you may export Customer Data using the in-product export tools or by emailing hello@coordos.ai to request an export. After the Grace Period, Customer Data may be archived for an additional ninety (90) days and then deleted in the ordinary course, subject to the retention provisions in our Privacy Policy and to any longer retention required by law. Customer Data in your own Google Drive, your own QuickBooks Online file, or your own mailbox remains in your accounts and is not deleted by CoordOS on termination.

14.5. The provisions of these Terms that by their nature should survive termination will survive, including Sections 6, 9, 10, 11, 12, 13, 16, 18, and 19.

15. Suspension

15.1. CoordOS may suspend the Service or your account, in whole or in part and with notice where reasonably possible, if: (a) any amount you owe is more than fifteen (15) days past due; (b) your use of the Service materially threatens the security, integrity, or availability of the Service or others; (c) we reasonably believe your use violates Section 5 (Acceptable Use) or applicable law; or (d) we are required to do so by law or by a Third-Party Service we depend on.

15.2. We will use commercially reasonable efforts to lift a suspension promptly after the underlying cause is resolved.

16. Governing Law and Disputes

16.1. Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2. Informal resolution. Before filing any claim, each party agrees to make a good-faith effort to resolve the dispute by sending written notice to the other (to hello@coordos.ai for CoordOS) and engaging in informal discussions for at least thirty (30) days.

16.3. Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or the Service that is not resolved informally will be finally resolved by binding arbitration administered under the rules of the ADR Institute of Canada (or its successor) by a single arbitrator. The seat and venue of arbitration will be Toronto, Ontario, and the language of arbitration will be English. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the courts of Toronto, Ontario for actual or threatened infringement, misappropriation, or violation of its intellectual property or confidentiality rights.

16.4. Class-action waiver. To the maximum extent permitted by applicable law, each party waives any right to participate in a class, collective, or representative action against the other. If this waiver is held unenforceable as to a particular claim, that claim will be severed from arbitration and proceed in court, while all other claims remain in arbitration.

17. Changes to These Terms

17.1. CoordOS may modify these Terms from time to time. For material changes, we will give at least thirty (30) days' prior notice by email to the Owner and by a banner in the Customer Portal before the change takes effect.

17.2. Continued use of the Service after the effective date of an updated version of these Terms constitutes acceptance. If you do not accept a material change, your sole remedy is to cancel your subscription under Section 14.1 before the change takes effect.

18. Miscellaneous

18.1. Entire agreement. These Terms, together with our Privacy Policy and any order form, subscription confirmation, or written agreement signed by both parties, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations.

18.2. Severability. If any provision is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

18.3. No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

18.4. Assignment. You may not assign these Terms without CoordOS's prior written consent. CoordOS may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other assignment is void.

18.5. Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

18.6. Force majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemics, labor disputes, power or network failures, or failures of upstream third-party services.

18.7. Notices. We may send notices to you by email (to the address associated with your account) and by posting in the Customer Portal. You may send notices to us by email to hello@coordos.ai. Notices are effective when sent.

18.8. Export and sanctions. You represent that you and your Authorized Users are not located in, and will not use the Service in or for the benefit of, any country or person subject to applicable Canadian, U.S., or other export-control or economic-sanctions restrictions.

18.9. U.S. government users. If the Customer is a U.S. government entity, the Service is "commercial computer software" and is provided with only the rights set forth in these Terms.

19. Contact

Questions about these Terms can be sent to hello@coordos.ai.

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