1. Introduction; Your Agreement to this EULA.

Welcome to CoordN8, Inc. (“CoordN8,” “we,” “us,” or “our”). The “CoordN8 Software” consists of our software, plug-ins, applications, and any updates or related products and services we may offer in connection with the software.

THIS END USER LICENSE AGREEMENT (“EULA”) IS ENTERED INTO BY AND BETWEEN YOU AND COORDN8. PLEASE READ THE EULA CAREFULLY BEFORE YOU DOWNLOAD OR START TO USE THE COORDN8 SOFTWARE (INCLUDING, BUT NOT LIMITED TO WITH RESPECT TO ANY ALPHA AND BETA TESTING OF THE COORDN8 SOFTWARE). BY USING THE COORDN8 SOFTWARE OR BY CLICKING TO ACCEPT OR AGREE TO THE EULA WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THIS EULA, OUR TERMS OF SALE, AND OUR PRIVACY NOTICE (THE “PRIVACY NOTICE”), INCORPORATED HEREIN BY REFERENCE.

PLEASE READ THIS EULA CAREFULLY BEFORE USING THE COORDN8 SOFTWARE AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED, IN WHICH YOU WAIVE YOUR RIGHT TO A JURY TRIAL.

IF YOU DO NOT WANT TO AGREE TO THIS EULA OR THE PRIVACY NOTICE, YOU MUST NOT ACCESS OR USE THE COORDN8 SOFTWARE, OR YOU MUST DISCONTINUE ANY ACCESS OR USE OF THE COORDN8 SOFTWARE.

a) You agree that by downloading, installing, otherwise accessing, or using the CoordN8 Software, you are entering into a legally binding agreement between you and CoordN8 regarding your use of the CoordN8 Software. You acknowledge that you have read, understood, and agree to be bound by this EULA.

b) When downloading, installing, otherwise accessing, or using the CoordN8 Software on behalf of a company, entity, or organization (collectively, “Organization”), you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind that Organization to this EULA and grant the licenses set forth herein; and (ii) agree to this EULA on behalf of such Organization. If you are entering into this EULA on behalf of an Organization, and you do not have the authority to bind the Organization, or if the Organization does not unconditionally agree to this EULA, neither you nor the Organization is authorized to access or use the CoordN8 Software. You and your Organization may both be referred to herein as “you.”

2. Use of CoordN8 by Minors and Blocked Persons.

a) IF YOU ARE UNDER THE AGE OF EIGHTEEN (18), THEN YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL, OR USE THE COORDN8 SOFTWARE OR OTHERWISE PROVIDE OR SUBMIT TO US ANY PERSONAL INFORMATION.

b) The CoordN8 Software is also not available to any users previously banned from the CoordN8 Software by CoordN8 or to any persons barred from receiving it under the laws of the United States (such as its export and re-export restrictions and regulations) or applicable laws in any other jurisdiction.

3. Privacy Notice. Please see our Privacy Notice for information relating to how we collect, use, and disclose your personal information, and other privacy information provided to you on how you can manage your online privacy when you download, install, otherwise access, or use the CoordN8 Software. By downloading, installing, or otherwise accessing, or using the CoordN8 Software, you acknowledge and agree that CoordN8 may collect, use, and disclose your personal information as set forth in the Privacy Notice.

4. Modification of this EULA. CoordN8 may amend any of the terms of, or add additional terms to, this EULA by posting the amended or additional terms on the CoordN8 website, located at https://www.CoordN8.io (the “Website”) and providing reasonable prior notice regarding any material amendments to the EULA.

Your continued use of the CoordN8 Software following any such notifications constitutes your acceptance of such modifications and your agreement to be bound by the updated EULA. If you do not agree to any modification of the updated EULA, your sole remedy is to discontinue your use of the CoordN8 Software. The most current version of the EULA will be available on our Website and supersedes previous versions.

5. License, Access, and Use.

a) The CoordN8 Software is owned and operated by CoordN8. Unless otherwise indicated, all content, information, and other materials on the CoordN8 Software, including, without limitation, CoordN8’s trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files, the selection and arrangement thereof, and the Intellectual Property Rights embodied therein (collectively, the “CoordN8 Materials”) are protected by relevant intellectual property and proprietary rights and laws. All CoordN8 Materials are the property of CoordN8 and/or third-party licensors. By accepting this EULA, you do not acquire any ownership interests of any kind in the CoordN8 Software or CoordN8 Materials. Unless otherwise expressly stated in writing by CoordN8, in consideration of your payment of the appropriate fees and your agreement to and compliance with the terms and conditions set forth in this EULA, CoordN8 grants to you a limited, revocable, non-transferable, non-sublicensable, limited license (i.e., a personal and limited right) to download, install, and use the CoordN8 Software and CoordN8 Materials for your personal use or the internal business use of your Subscriber Organization by authorized users named in your Subscriber Organization’s order form.

b) CoordN8 reserves all rights not expressly granted in this EULA. Unless explicitly stated herein, nothing in this EULA shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication, or other legal principles.

6. Obligations and Restrictions

a) Your Obligations. You are responsible for:

i) Obtaining and maintaining updated software and hardware necessary for the proper functioning of the CoordN8 Software, as specified by CoordN8 from time to time, including the proper Ableton Live version;

ii) Obtaining and maintaining all necessary licenses and consents and complying with all applicable law in relation to your access and use of the CoordN8 Software;

iii) Using the CoordN8 Software only in accordance with this EULA, CoordN8 policies and standards.

b) Restrictions. Without limiting the foregoing, you are strictly prohibited from engaging in any of the following:

i) Renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring or otherwise making available the CoordN8 Software or the CoordN8 Materials or any features or functionality of the CoordN8 Software or the CoordN8 Materials, to any third party for any reason, including by making the CoordN8 Software or the CoordN8 Materials available on a network where it is capable of being accessed by more than one device at any time;

ii) Selling, renting, leasing, sharing, or providing access to your Account to anyone else, including, without limitation, charging anyone for access to administrative rights on your Account.

iii) Distribution, public performance or public display of any CoordN8 Materials;

iv) Modifying, translating, adapting, or otherwise making any derivative works or improvements, whether or not patentable, of the CoordN8 Software or the CoordN8 Materials, or any portion of them;

v) Reverse engineering, disassembling, integrating, modifying, removing, decompiling, decoding, creating derivative works or updates of, adapting, or otherwise attempting to derive or gain access to the source code of the CoordN8 Software or any part thereof;

vi) Copying the CoordN8 Software or CoordN8 Materials;

vii) Removing, deleting, altering or obscuring any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the CoordN8 Software or CoordN8 Materials, including any copy thereof;

viii) Removing, disabling, circumventing or otherwise creating or implementing any workaround to any copy protection, rights management or security features in or protecting the CoordN8 Software or CoordN8 Materials; or

ix) Any use of the CoordN8 Software or the CoordN8 Materials except for their intended purposes. Any use of the CoordN8 Software or the CoordN8 Materials except as specifically authorized in this EULA, without the prior written permission of CoordN8, is strictly prohibited and may violate intellectual property rights or other laws.

7. Account and Account Credentials. To open an account on the CoordN8 Software (“Account”), you must verify your identity using one of the authentication methods made available by CoordN8, which may include signing in through a third-party identity provider such as Google, or receiving a single-use, time-limited link at the email address associated with your Account (“Magic Link”), or by providing your email address and creating a password. You are solely responsible for maintaining the confidentiality of your Account, including your email and password, Google account credentials and/or the email address used to receive a Magic Link, as applicable (“Account Credentials”), and for restricting access to the devices on which the CoordN8 Software is downloaded. You are responsible for all activities that occur under your Account, whether authorized or unauthorized. You represent and warrant that the information you provide to CoordN8 upon registration and at all other times is true, accurate, current, and complete to the best of your knowledge. You must immediately notify us if you suspect that your Account Credentials have been stolen or been used without your permission, or that your Account has otherwise been compromised.

a) Google OAuth. If you choose to authenticate using Google, you authorize CoordN8 to verify your identity through Google’s OAuth authentication service. You are solely responsible for maintaining the security and confidentiality of your Google account. CoordN8 does not control, and is not responsible for, the availability, security, or privacy practices of Google or its authentication service, and CoordN8 disclaims all liability for unauthorized access to your Account resulting from a compromised Google account.

b) Magic Link Authentication. If you choose to authenticate using a Magic Link, you must maintain sole control over the email address associated with your Account. Each Magic Link is single-use and time-limited, and you must not share, forward, or otherwise disclose any Magic Link to any other person. You are solely responsible for the security of your email inbox and for any consequences resulting from unauthorized access to that inbox.

c) Data from Google OAuth. When you authenticate using Google, CoordN8 receives and stores certain information from your Google account, which may include your name, email address, and profile photo. This information is collected, used, and disclosed in accordance with our Privacy Notice, as described in Section 3 above.

8. User Content; Feedback.

a) You are solely responsible for any and all content you input, upload, or otherwise use in connection with the CoordN8 Software (“User Content”) and the consequences of publishing or otherwise using it. You represent and warrant that: (1) you are the creator or own or control all rights in and to the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (b) defame any other person, or (c) violate any applicable law, statute, ordinance, regulation, or agreement; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) your User Content does not contain any confidential information of CoordN8 or any third parties. CoordN8 reserves all rights and remedies against any users who breach these representations and warranties. Upon your input, upload, use of, or any other provision of User Content to the CoordN8 Software, you grant to CoordN8, on your own behalf and on behalf of your employees, contractors, and agents, a perpetual, worldwide, non-exclusive, fully paid, royalty-free, revocable license (with the right to sublicense) to use, reproduce, process, transmit, display, perform, and make any other use in any form or medium of the User Content solely for the purposes of providing the CoordN8 Software to you under this Agreement.

i) Notwithstanding anything to the contrary in Section 8(a), we do not collect, transmit, or store any musical content created by you or given a name by you, including MIDI data, audio clips, patterns, file names, and project names (collectively, “Musical Content”). All Musical Content remains stored locally on your device until you delete or export it. We have no ability to access, recover, or restore Musical Content if it is lost. You are solely responsible for maintaining backup copies of your Musical Content and any other User Content.

ii) Notwithstanding anything to the contrary in Section 8(a), we do not use any User Content to train, fine-tune, or evaluate large language models or other artificial intelligence models, and we do not provide any User Content to any third party for such purposes.

b) If you submit, send, or transmit any communications or materials to CoordN8 or its employees, contractors, or representatives through the CoordN8 Software or by mail, email, telephone, or otherwise, suggesting or recommending changes to the CoordN8 Software, or CoordN8 Materials, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), CoordN8 is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to CoordN8, on your own behalf and on behalf of your employees, contractors, and agents, all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback. CoordN8 is free to use such Feedback for any purpose whatsoever, without any attribution or compensation to any party. Notwithstanding the foregoing, CoordN8 is under no obligation to use any Feedback.

9. Maintenance and Support

a) Support. Subject to your compliance with the terms and conditions of this EULA, we will provide technical support to the original purchaser of the CoordN8 Software via email (and/or through our online support resources) for a period of twelve (12) months from your original purchase date of the CoordN8 Software (the “Support Period”). Technical support shall be limited to assistance with the installation, activation, and general operation of the CoordN8 Software and shall not include training, consulting, or custom development services. We are not obligated to offer technical support for Beta Versions, as defined in Section 16 below.

b) Updates. We may from time to time in our sole discretion develop and provide software updates to the CoordN8 Software, which may include upgrades, bug fixes, patches and other error corrections and new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You must promptly download and install all Updates when made available, and you acknowledge that the CoordN8 Software may not properly operate should you fail to do so. Your receipt of any Updates will require internet connectivity, which is your sole responsibility.

10. Termination. To the fullest extent permitted by applicable law, CoordN8 reserves the right, without notice and in our sole discretion, to terminate or suspend your license to use the CoordN8 Software and to block or prevent your future access to and use of the CoordN8 Software, including where we reasonably consider that: (a) your use of the CoordN8 Software violates this EULA or applicable law; (b) you fraudulently use or misuse the CoordN8 Software; (c) your continued access to or use of the CoordN8 Software poses a security or safety risk to you, other users, or the CoordN8 Software or CoordN8 Materials; or (d) we are unable to continue providing the CoordN8 Software to you due to technical or business reasons. For the avoidance of doubt, our right to terminate your license includes the ability to terminate or to suspend your access to and use of the CoordN8 Software, including any purchased products or services on/via the CoordN8 Software. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the CoordN8 Software, (ii) any term of this EULA, (iii) any policy or practice of CoordN8 in operating the CoordN8 Software, or (iv) any content or information transmitted through the CoordN8 Software, is to terminate your account and to discontinue use of any and all parts of the CoordN8 Software. You may terminate this EULA by deleting the CoordN8 Software and any copies thereof from your computer(s) and/or device(s).

11. Indemnification. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COORDN8, ITS AFFILIATED COMPANIES, AND EACH OF ITS RESPECTIVE CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, THIRD-PARTY SUPPLIERS, LICENSORS, AND PARTNERS (INDIVIDUALLY AND COLLECTIVELY, THE “COORDN8 PARTIES”) FROM ANY CLAIMS, LOSSES, DAMAGES, DEMANDS, EXPENSES, COSTS, AND LIABILITIES, INCLUDING LEGAL FEES AND EXPENSES, ARISING OUT OF OR RELATED TO (a) YOUR ACCESS, USE, OR MISUSE OF THE COORDN8 SOFTWARE; (b) ANY CONTENT YOU RECEIVE, ACCESS, USE, POST, STORE, OR OTHERWISE TRANSMIT IN OR THROUGH THE COORDN8 SOFTWARE, INCLUDING THE USER CONTENT; (c) YOUR VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, OR ANY OTHER RIGHTS OF ANY THIRD PARTY; (d) ANY VIOLATION BY YOU, OR BY ANY OF YOUR EMPLOYEES, CONTRACTORS, OR AGENTS, OF THIS EULA; OR (e) ANY BREACH OF THE REPRESENTATIONS, WARRANTIES, AND COVENANTS MADE BY YOU HEREIN. YOU AGREE TO PROMPTLY NOTIFY THE COORDN8 PARTIES OF ANY THIRD-PARTY CLAIM, AND COORDN8 RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY COORDN8, AND YOU AGREE TO COOPERATE WITH COORDN8’S DEFENSE OF THESE CLAIMS. COORDN8 WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.

12. Disclaimers; No Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE COORDN8 SOFTWARE AND THE COORDN8 MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; (B) THE COORDN8 PARTIES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE COORDN8 SOFTWARE, THE COORDN8 MATERIALS, AND ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN; (C) COORDN8 DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OR MATERIALS ON THE COORDN8 SOFTWARE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (D) COORDN8 IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS RELATING TO THE CONTENT, OR ANY PORTION OF THE COORDN8 SOFTWARE; AND (E) COORDN8 CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE COORDN8 SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOUR USE OF THE COORDN8 SOFTWARE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COORDN8 OR THROUGH THE COORDN8 SOFTWARE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

13. Limitation of Liability and Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL COORDN8 OR THE COORDN8 PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE COORDN8 SOFTWARE, THE CONTENT OR THE COORDN8 MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM COORDN8, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO COORDN8’S RECORDS, PROGRAMS, OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COORDN8, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE COORDN8 SOFTWARE OR COORDN8 MATERIALS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE COORDN8 SOFTWARE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, COORDN8 SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.

14. Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT COORDN8 HAS OFFERED THE COORDN8 SOFTWARE, CONTENT, COORDN8 MATERIALS, AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THIS EULA IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COORDN8, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COORDN8. COORDN8 WOULD NOT BE ABLE TO PROVIDE THE COORDN8 SOFTWARE AND THE COORDN8 MATERIALS TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

15. Third-Party Providers.

a) The CoordN8 Software may provide links to, or interoperability with, third-party tools, apps, software, or other third-party services—including Ableton Live or any other digital audio workstations (“DAW(s)”) we may offer compatibility with (“Third-Party Services”)—and may also display, link to or otherwise make available third-party content, data, information, apps, or materials (“Third-Party Materials”) via or in conjunction with the CoordN8 Software. We do not endorse or control, and we make no representations or warranties of any kind, regarding any Third-Party Services or Third-Party Materials including the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality or any other aspect thereof. You acknowledge and agree that your use of Third-Party Services and Third-Party Materials is at your own risk. We are not responsible for any issues, legal or otherwise, that may result from your use of the Third-Party Services or Third-Party Materials, including any loss, damage or harm of any sort incurred from your use of Third-Party Services or Third-Party Materials. If you access or use any Third-Party Services or Third-Party Materials, CoordN8 terms and policies, including this EULA, no longer govern such access. You should review the applicable terms and policies including privacy and data gathering practices, of any Third-Party Service to which you navigate from the Services. For the avoidance of doubt, the terms and policies for Third-Party Services are solely between you and the Third-Party Services provider and not us.

b) Ableton Plugin.

i) The CoordN8 Software offers a plugin for the Ableton Live DAW. Without limiting anything in Section 15(a), we make no guarantee as to the continued interoperability of the CoordN8 Software with Ableton Live, and we are not responsible for any changes made by Ableton that may break the plugin connection or otherwise adversely affect the CoordN8 Software’s interoperability with the DAW. Your only remedy for the failure of interoperability between the CoordN8 Software and the Ableton Live DAW is to discontinue use of the CoordN8 Software.

ii) Ableton Live is a product of Ableton AG, a German stock corporation, and Ableton and Ableton Live are trademarks of Ableton AG. Reference to Ableton Live in this EULA is for identification purposes only. CoordN8 is not affiliated with, endorsed by, or sponsored by Ableton AG and claims no right, title, or interest in the Ableton trademarks.

16. Beta Versions. From time to time, we may make available to you certain features, functionality, or versions of the CoordN8 Software that are identified as beta, pilot, early access, pre-release, or by a similar designation, or that are otherwise not made generally available to all users (collectively, “Beta Versions”). Beta Versions may be incomplete, unstable, or contain errors, and may not perform as intended or as a generally available version of the CoordN8 Software would perform. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING THE DISCLAIMER OF WARRANTIES IN SECTION 13, BETA VERSIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Your access to and use of any Beta Version is entirely at your own risk, and you are solely responsible for any harm or loss resulting therefrom, including any damage to your computer system or device or loss of data. We may discontinue, modify, or withdraw any Beta Version, in whole or in part, at any time and without prior notice to you, and we have no obligation to continue making any Beta Version available. Nothing in this EULA obligates us to release a generally available version of any feature or functionality included in a Beta Version, and we may elect, in our sole discretion, not to do so. Any Feedback you provide in connection with your participation in a Beta Version testing program is subject to Section 8(b) of this EULA. Nothing in the foregoing shall be construed to limit or waive any of CoordN8’s rights, or any of your obligations, under this EULA with respect to the CoordN8 Software, including any Beta Version, except as expressly set forth in this Section 17; for the avoidance of doubt, all other applicable terms of this EULA, including the disclaimers, limitations of liability, indemnification, and use restrictions set forth elsewhere in this EULA, continue to apply to your access to and use of any Beta Version.

17. Applicable Law and Venue. To the fullest extent permitted by applicable law, you and CoordN8 agree that if you are an Organization or a consumer resident of a jurisdiction other than those in Section 18(17.e) below, the following governing law and arbitration provision applies:

a) PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH COORDN8 AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COORDN8.

b) You and CoordN8 agree to arbitrate any dispute arising from this EULA or your use of the CoordN8 Software or CoordN8 Materials, except that you and CoordN8 are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.

c) You and CoordN8 agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to CoordN8 shall be sent to: legal@coordn8.io. You and CoordN8 further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Monroe County, Indiana; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in Monroe County, Indiana have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of Indiana and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and CoordN8 will not commence against the other a class action, class arbitration, or other representative action or proceeding.

d) The parties acknowledge the they are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

e) If you are a resident in any jurisdiction in which the provision in the section above is found to be unenforceable, then any disputes, claims, or causes of action arising out of or in connection with this EULA will be governed by and construed under the laws of your jurisdiction of residence, and shall be resolved by competent civil courts within your jurisdiction of residence.

f) Claims. YOU AND COORDN8 AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE COORDN8 SOFTWARE OR COORDN8 MATERIALS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

18. Export Control. The CoordN8 Software may be subject to United States export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the CoordN8 Software to, or make the CoordN8 Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the CoordN8 Software available outside the United States.

19. Miscellaneous

a) Waiver. If we fail to exercise or enforce any right or provision of this EULA, it will not constitute a waiver of such right or provision. Any waiver of any provision of this EULA by us will be effective only if in writing and signed by us.

b) Severability. If any provision of this EULA is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this EULA to the minimum extent necessary for enforcement and will not affect the validity and enforceability of any remaining provisions.

c) Assignment. This EULA, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CoordN8 without restriction. Any assignment attempted to be made in violation of this EULA shall be void.

d) Survival. Upon termination of this EULA, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 5, 8, 2, 3,4 15, 18, and 20.

e) Entire Agreement. This EULA, which incorporates the Terms of Sale and Privacy Notice, is the entire agreement between you and CoordN8 relating to the subject matter herein and it supersedes all prior understandings and other communications between the parties relating to such subject matter.