Terms of Service

Acceptance of Terms

These Terms of Service (“Terms”) are an agreement between you and Cloud Coordinator, LLC (“CloudCoord,” “we,” “us”), and govern your access to and use of CloudCoord (the “Service”), operated from Vermont, United States. By creating an account or using the Service you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

These Terms contain a binding arbitration agreement and a class action waiver in the Dispute Resolution section, which affect how disputes between you and CloudCoord are resolved. You may opt out of that section within 30 days. Please read it.

Description of the Service

CloudCoord is an AI-assisted transaction-coordination platform for licensed real estate professionals. It reads transaction documents, extracts data, tracks deadlines, and drafts communications to assist with closing-coordination work.

CloudCoord is a software tool, not a law firm, brokerage, lender, or licensed advisor. It does not provide legal, financial, tax, or real-estate advice, and it is not a substitute for your own professional judgment or that of an attorney. You remain solely responsible for every transaction, communication, and decision in your files.

Your Responsibilities

Deadlines and dates. CloudCoord may extract, calculate, and display contract deadlines and send reminders about them. These are conveniences, not a deadline-monitoring or guarantee service. Extracted dates may be inaccurate, incomplete, or absent, and reminders may fail to reach you for reasons including email delivery failure, an expired or revoked mailbox connection, or interruption of the Service. You are solely responsible for knowing, tracking, and meeting every deadline, contingency, and notice period in your transactions, independently of CloudCoord.

Compliance findings. CloudCoord’s automated document audit checks documents against a built-in rule set and flags potential issues such as missing signatures, initials, or inconsistent dates. It does not review every document type, does not cover every requirement of every jurisdiction, and may report issues that are not real or fail to report issues that are. It is not a legal review and is not a substitute for your broker’s compliance review or an attorney’s advice. Responsibility for the compliance of your files remains with you and your brokerage.

Wire transfers and payment instructions. CloudCoord does not verify banking or wire instructions, and you must never rely on it to do so. Email is an unsafe channel for payment instructions, and real estate transactions are a frequent target of wire fraud. Any wire or payment instruction — including one appearing in a message or document processed by CloudCoord, or in a draft CloudCoord prepares — must be verified by you by telephone, using a number you independently obtained, before any funds move. You are responsible for the accuracy of every recipient address on any communication you send.

Your clients’ data. You represent and warrant that you have all rights, consents, and lawful bases necessary to provide the personal data of your clients, counterparties, and other transaction participants to CloudCoord, and to have us process it as described in the Privacy Policy — including any notice or disclosure your state’s real estate or privacy law requires you to give them. You are the controller of that data; we process it on your behalf.

No professional relationship. Nothing in the Service creates an attorney-client, fiduciary, agency, or brokerage relationship between you and CloudCoord. CloudCoord does not act as your transaction coordinator of record, does not hold your license, and assumes none of your regulatory, fiduciary, or contractual obligations to your clients or your brokerage.

Eligibility & Accounts

• Eligibility: you must be at least 18 and a licensed real estate professional (or authorized member of such a professional’s team) using the Service for business purposes.
• Account security: you are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly of any unauthorized use.
• Accurate information: you agree to provide accurate account, brokerage, and license information and to keep it current.

Subscriptions, Fees & Billing

• Plans: the Service is offered on recurring subscription plans, which may include usage-based charges, billed through our payment processor (Stripe). A plan may begin with a free trial that requires no payment method. Paid recurring charges begin only after you complete subscription checkout.
• Automatic renewal: your subscription renews automatically at the end of each billing period at the then-current price, and your payment method is charged on each renewal, until you cancel. Monthly plans renew monthly.
• Authorization: you authorize recurring charges to your payment method until you cancel.
• Cancellation: you may cancel at any time in Settings → Account & Data Controls → Cancel Subscription, effective at the end of the current period. Cancellation stops future renewals; you retain access through the end of the paid billing period, after which the account becomes read-only and is deleted after the retention window described in the Privacy Policy. Fees already paid are non-refundable except where required by law.
• Price changes: we may change prices. A change takes effect on your next renewal after we give you at least 30 days’ notice by email or in the Service. If you do not accept the new price, cancel before it takes effect.
• Taxes: fees are exclusive of taxes. You are responsible for any sales, use, or similar taxes, other than taxes on our income.
• Failed payments: if a charge fails, we may retry it and may suspend access until payment succeeds.

Acceptable Use

You agree not to:

• use the Service for any unlawful purpose or in violation of real estate, fair-housing, privacy, or anti-spam laws;
• upload data you lack the right to process, or use the Service to handle data of consumers without a lawful basis;
• attempt to reverse-engineer, scrape, overload, or circumvent the security or rate limits of the Service;
• resell or provide the Service to third parties except as expressly permitted; or
• use the Service to send communications you have not reviewed and approved.

Your Data & Privacy

You retain ownership of the transaction data, documents, and content you provide. We process it to provide and improve the Service as described in our Privacy Policy, which is incorporated into these Terms. Our use of data obtained through Google APIs (Gmail) adheres to the Google API Services User Data Policy, including the Limited Use requirements.

AI-Generated Content

The Service uses AI to extract data and draft communications. AI output can be inaccurate or incomplete. All drafts are suggestions that require your review; nothing is sent on your behalf without your action. You are responsible for verifying accuracy and for any communication you choose to send.

Third-Party Services

The Service integrates third-party services (including Google/Gmail, OpenAI, Anthropic, Stripe, Supabase, Vercel, and Resend). Your use of those services through CloudCoord is also subject to their respective terms, and we are not responsible for their acts or omissions.

Intellectual Property

CloudCoord and its software, design, and content are owned by us and our licensors and are protected by intellectual-property law. We grant you a limited, non-exclusive, non-transferable right to use the Service per these Terms; we reserve all other rights.

Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or that AI output will be accurate. The Service is not a substitute for professional or legal judgment.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDCOORD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, OR FOR THE COST OF SUBSTITUTE SERVICES, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE DISCLAIMERS ABOVE, CLOUDCOORD IS NOT LIABLE FOR ANY MISSED DEADLINE, LAPSED CONTINGENCY, UNDETECTED COMPLIANCE ISSUE, FAILED OR DELAYED COMMUNICATION, INACCURATE EXTRACTED DATA, OR LOSS ARISING FROM WIRE OR PAYMENT FRAUD.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not apply to your indemnification obligations, your payment obligations, or to liability that cannot be limited under applicable law. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you. These limitations are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose.

Indemnification

You will defend, indemnify, and hold harmless CloudCoord and its officers, directors, employees, and agents from and against any third-party claim, and any resulting damages, losses, liabilities, settlements, and reasonable attorneys’ fees, arising out of or relating to: (a) your use of the Service; (b) your content or data, including your right to provide it to us; (c) any communication you send or approve; (d) your violation of these Terms or of applicable law, including real estate, fair-housing, privacy, and anti-spam law; or (e) your relationship or dispute with any client, counterparty, or other transaction participant.

We will notify you promptly of any claim (though a delay does not relieve you except to the extent you are prejudiced), give you sole control of the defense and settlement, and cooperate at your expense. You may not settle any claim in a way that imposes an obligation or admission on us without our prior written consent, not to be unreasonably withheld. We may participate in the defense with our own counsel at our own expense.

Service Availability

We do not commit to any specific uptime or availability level, and we may modify, suspend, or discontinue any part of the Service at any time. We may perform maintenance that interrupts availability. Features identified as beta, preview, or experimental are provided as-is, may change or be withdrawn, and are excluded from any commitment we make elsewhere.

Termination

You may stop using the Service and cancel at any time. We may suspend or terminate access for violation of these Terms, non-payment, or to comply with law. On termination, the data-retention and deletion practices in the Privacy Policy apply.

Changes to These Terms

We may update these Terms from time to time. We will give at least 30 days’ notice of material changes by email or in the Service before they take effect, and continued use after the effective date constitutes acceptance. If a change adds or materially alters the Dispute Resolution section, the opt-out right in that section applies to the change and runs for 30 days from its effective date.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

(a) Informal resolution first. Before starting an arbitration or a court case, you agree to try to resolve the dispute informally. Send a written notice describing the dispute and the relief you seek to support@cloudcoordinator.io. We will do the same for any dispute we raise with you. If the dispute is not resolved within 30 days of the notice, either party may proceed. This step is a condition to starting a proceeding, and the limitations period is tolled while it runs.

(b) Agreement to arbitrate. Except as stated in (c), any dispute, claim, or controversy arising out of or relating to these Terms or the Service — including its formation, interpretation, breach, or termination, and including whether the claims are subject to arbitration — will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.

(c) What is not covered. Either party may (i) bring an individual claim in small claims court if it qualifies, and (ii) seek injunctive or equitable relief in court to stop actual or threatened infringement or misuse of intellectual property or confidential information. Seeking that relief is not a waiver of this section.

(d) CLASS ACTION WAIVER. YOU AND CLOUDCOORD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

(e) Severability of this section. If the class action waiver in (d) is found unenforceable as to a particular claim or request for relief, then that claim or request will be severed from the arbitration and brought in a court of competent jurisdiction, and the remaining claims will proceed in arbitration. The parties do not agree to class arbitration under any circumstances. If any other part of this section is found unenforceable, the remainder stays in effect.

(f) Costs. We will pay the filing, administration, and arbitrator fees for any arbitration you start under this section where the amount in controversy is $75,000 or less, unless the arbitrator finds the claim frivolous. Each party otherwise bears its own attorneys’ fees, except where a statute or the arbitrator’s award provides otherwise.

(g) Location and format. Arbitration will be conducted in Vermont, or by telephone or video conference, or by written submissions only, at your election where the AAA rules permit it.

(h) YOUR RIGHT TO OPT OUT. You may opt out of this Dispute Resolution section by emailing support@cloudcoordinator.io with the subject “Arbitration Opt-Out” and your account email, within 30 days of the date you first accept these Terms (or, if this section is new to you, within 30 days of the date it takes effect). Opting out has no effect on your account or your use of the Service, and no effect on any other part of these Terms. If you opt out, disputes will be resolved in the courts identified in the Governing Law section.

(i) Batch arbitration. If 25 or more demands for arbitration raising substantially similar claims are filed against us by or with the assistance of the same law firm or coordinated group, the demands will be administered in batches of no more than 50 at a time, with a single arbitrator per batch and a single set of fees per batch. This provision does not limit any individual claimant’s right to relief.

(j) Survival. This section survives termination of these Terms and closure of your account.

Governing Law

These Terms are governed by the laws of the State of Vermont, United States, without regard to its conflict-of-laws rules. Subject to the Dispute Resolution section, the exclusive venue for disputes is the state or federal courts located in Vermont.

General Provisions

(a) Entire agreement. These Terms, together with the Privacy Policy and any order or plan documents referencing them, are the entire agreement between you and CloudCoord about the Service and supersede all prior discussions and agreements about it. The plan description, price, trial length, and any onboarding or support we publish on our pricing page at the time you subscribe are part of that agreement, and nothing in this paragraph or in the Service Availability section withdraws them for your current billing period.

(b) Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions stay in full force. The Dispute Resolution section contains its own severability rule, which controls over this one as to that section.

(c) No waiver. A failure to enforce any provision is not a waiver of it or of any other provision.

(d) Assignment. You may not assign or transfer these Terms or your account without our prior written consent, except to a successor to your business by merger or sale of substantially all assets, provided the successor is eligible under the Eligibility section and you notify us. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets. Any attempted assignment in violation of this section is void.

(e) No third-party beneficiaries. These Terms create no rights in anyone other than you and CloudCoord. Without limiting that, no client, counterparty, brokerage, or other participant in your transactions is a third-party beneficiary of these Terms.

(f) Force majeure. Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, government action, epidemic, failure of the public internet or of third-party infrastructure, or failure or degradation of a third-party service the Service depends on. This does not excuse your payment obligations.

(g) Notices. We may give you notice by email to the address on your account, or by posting in the Service. You must give us notice at support@cloudcoordinator.io. Notice is effective when sent, except that notice of a dispute under the Dispute Resolution section is effective on receipt. Keeping a current email address on your account is your responsibility.

(h) Electronic communications. You consent to receive communications from us electronically, and agree that electronic notices, agreements, and records satisfy any legal requirement that they be in writing.

(i) Time limit on claims. Any claim arising out of or relating to these Terms or the Service must be filed within one year after it arose, or it is permanently barred, unless applicable law prohibits shortening the period — in which case the shortest permitted period applies.

(j) Export and sanctions. You represent that you are not located in, and are not a national or resident of, any country subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list.

(k) Feedback. If you send us suggestions or feedback about the Service, we may use them without restriction or obligation to you. This does not give us any rights in your transaction data or documents.

(l) Survival. Sections that by their nature should survive termination do survive it, including Your Responsibilities, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and these General Provisions.

Contact

Questions about these Terms? Contact support@cloudcoordinator.io.