Coalition Control Terms of Service

These Coalition Control Terms of Service (the “Terms of Service” or “Agreement”) are offered by Coalition Incident Response, Inc. (dba Coalition Security) (“Coalition,” “our,” or “we”) to you (“you,” “your,” or “User”) and incorporate our Privacy Policy by reference. Together with any applicable Order, they are the entire terms on which we make the Platform and Services available and are limited to what is stated here. By using the Platform, accessing the Services, or paying Coalition for the Services, you agree to and accept these Terms of Service, unless you and Coalition have signed a separate agreement that expressly governs the receipt of Services, in which case that separate agreement will govern.

Europe. If you are located in Europe, the Agreement is entered into between you and Coalition Incident Response Germany GmbH (trading as Coalition Security), and these Terms of Service apply as modified by Appendix A.

United Kingdom. If you are located in the United Kingdom, the Agreement is entered into between you and Coalition Incident Response UK, Ltd. (dba Coalition Security), and these Terms of Service apply as modified by Appendix B.

Canada. If you are located in Canada, the Agreement is entered into between you and Coalition Incident Response Canada, Inc. (dba Coalition Security), and these Terms of Service apply as modified by Appendix C.

Australia. If you are located in Australia, the Agreement is entered into between you and Coalition Incident Response Pty Ltd (trading as Coalition Security), and these Terms of Service apply as modified by Appendix D.

Important Information About these Terms of Service

If you do not have authority to accept this Agreement, or you do not agree to or cannot comply with it, you may not access or use Coalition Control (the “Platform”) or Services (defined below). These Terms of Service are binding as of the earliest of the date you accept this Agreement, the date stated on an Order, or the date you first access or use the Platform or Services.

We may revise and update these Terms of Service from time to time in our sole discretion. If you continue to use the Platform or Services after we post revised Terms of Service, you accept the changes. Once accepted, the revised Terms of Service replace the prior version. New terms and conditions apply going forward only.

1. Definitions 

“Affiliate” means any entity that a party (e.g., parent) directly or indirectly controls (e.g., subsidiary or is controlled by or with which it is under common control).

“Agreement” means these Coalition Terms of Service together with any Order (as applicable).

“Coalition Data” means the data provided by Coalition or its third-party licensors, providers, or suppliers, or data generated by the Platform or Services, including but not limited to, correlative and/or contextual data, detections, threat data, indicators of compromise, security data, images, photographs, animations, video, audio, music, and text. For the avoidance of doubt, Coalition Data does not include User Data.

“Coalition Insurance Products” means any insurance product that is offered by a duly-licensed Coalition group entity, subject to the issued policy terms and conditions, including exclusions, limitations, reductions in benefits and terms under which it may be continued in force or discontinued. 

“Coalition Websites” means the websites owned and operated by Coalition Inc., including (but not limited to): www.coalitioninc.com and www.control.coalitioninc.com and any locale-specific pages.

“Endpoints” means physical or virtual computing devices and/or computing environments (such as containers) that can process data. 

“Offering” means collectively, Services (as defined herein) set forth in a package or purchased separately on an ad-hoc basis via an Order. 

“Order” means a Subscription or a separate agreement including but not limited to service level agreements (SLA) and Coalition Insurance Products by and between Coalition and User, that identifies the following Services to be provided to User: Offering, Offering quantity based on Coalition’s applicable metrics (e.g., size of company based on number of employees), price and Subscription/Order Term.

“Payment Processor” means the third-party payment processor, Stripe® which is used to process payments for the Services or Coalition Insurance Products which will be subject to the terms, conditions, and privacy policy of the third party processor found at https://stripe.com/.  

“Platform” means Coalition’s proprietary risk and account management software-as-a-service platform (branded, “Coalition Control”), software as defined in this Agreement, or other tool Coalition uses, including without limitation providing security data and tooling as well as functionality that enables the delivery of Coalition messages to Your internet browser or email system, in providing Services. 

“Professional Services” means any professional services performed by Coalition or its Affiliates (including Coalition Incident Response UK, Ltd., Coalition Incident Response Canada, Inc., Coalition Incident Response Pty Ltd, and Coalition Incident Response Germany GmbH) for User pursuant to a contract or other Order. Professional Services may include without limitation managed detection response services (which include threat monitoring, triage, alert investigation, threat containment and guided response), incident response, investigation and forensic services related to cybersecurity, and tabletop exercises.

“Services” means collectively the Platform, any Platform-related services and any Professional Services that a User accesses, downloads, activates, references, or uses, including Coalition Data and account administration services delivered by Coalition through the Platform, as set forth in Appendix E.

“Software” means cloud-based software owned by Coalition or its third-party licensors, providers or suppliers, provided to User at no cost or for a fee.

“Subscription” means to make an advanced payment for certain Services, as set forth in Appendix E.   

“Subscription/Order Term” means the period of time set forth in the applicable Subscription or Order during which the User is authorized by Coalition to use the Services pursuant to said Order.  

“User” means as the context requires, You or any User Affiliate that uses or accesses the Platform, an Offering, or places an Order for Services, or benefits from a User’s use of an Offering. 

“User Data” means the data generated by or collected from User Endpoints, or otherwise provided by or on behalf of User into the Platform or Services, excluding Coalition Data.

2. User Affiliates, Orders, & Payment 

2.1 User Affiliates. Each User Affiliate must comply with, and is bound by, these Terms of Service. You remain responsible for your User Affiliates’ acts and omissions.

2.2 Orders. Only the transaction-specific terms in an Order (the Offering ordered, quantity, price, payment terms, Subscription/Order Term, and billing/provisioning contact) have any force or effect, and only if the Order is signed by an authorized signer for each of Coalition and User. If an Order is signed, those specific terms control over any conflicting terms in these Terms of Service, but only for the Offerings on that Order. For pricing details on any Offering, contact securitysales@coalitioninc.com.

2.3 Payment and Taxes. You will pay Coalition the fees for each Offering as set out in the applicable Order. Unless the Order states otherwise, you will pay the fees and amounts stated on each Order. Except as expressly provided in this Agreement, all fees and amounts paid for an Offering are non-refundable. Fees do not include any sales, use, value-added, withholding, or other taxes, however designated. You are responsible for all such taxes arising from your purchase of the Offering and these transactions, except for taxes based on Coalition’s income or its employment of its staff.

2.4 Pricing Information; Availability Disclaimer. We may adjust the pricing of any Offering for reasons that include changing market conditions, Service discontinuation, and Service unavailability. We cannot guarantee that we will be able to fulfill your request for Services.

3. Access & Use Rights 

3.1 Access & Use Rights. Subject to these Terms of Service (including our receipt of the applicable fees), and under Coalition’s intellectual property rights in the Platform, Coalition grants you a non-exclusive, non-transferable (except as expressly provided in the Section titled “Assignment”), non-sublicensable license to access and use the Platform for your own use during the applicable term or Subscription/Order Term. Your access and use are limited to the Offering quantity in the applicable Order. If we give you access to the Platform in connection with Professional Services, this license applies to your internal use during the period stated in the Order or, if none is stated, the period we authorize. Not all Professional Services engagements involve the Platform.

3.2 User Equipment. You are solely responsible for obtaining, installing, configuring, and maintaining the equipment and software (including any system or software updates, patches, or fixes) needed to access the Services. This applies whether Coalition or a third party supplied the Software or hardware to you.

3.3 Technical Assistance. Coalition provides limited technical assistance and direction for Coalition Insurance Products and for Platform Users. Unless we state otherwise, we may deploy and manage certain third-party security software or products as part of the Services, and we provide limited support for them, including onboarding, offboarding, and initial configuration. That support exists only to help integrate the third-party software or products into your environment. Ongoing maintenance, troubleshooting beyond initial deployment, and support for features or issues outside our configuration and deployment services remain the responsibility of the third-party vendor and are governed by that vendor’s policies or terms; Coalition has no liability for third-party software or products. We may decline to provide technical assistance that falls outside these Terms of Service.

3.4 Service Availability and Performance. The Services may not be available in all areas, and some locations will not qualify even if we ran initial testing or pilots there. The speed of the Services will vary based on factors such as your network or internet congestion, your computer configuration, the Services you choose, and the quality of your internet connection.

3.5 Limitations on Use of Service. Coalition is not responsible for the accuracy, integrity, quality, completeness, usefulness, or value of the Platform or of any content, data, document, video, graphic, image, information, advice, or opinion on the Platform or provided as part of the Services, and we do not endorse any advice or opinion. We may take any action we consider appropriate, in our sole discretion, to maintain the quality of the Services and to protect others and Coalition. If you access the Platform from outside the United States, you do so at your own risk and are responsible for complying with all applicable local laws and regulations, including those governing the transmission of technical data to or from the United States or the country where you reside.

3.6 Integrations. Coalition’s use and transfer of information received from unaffiliated third-party apps will follow the policies posted on those apps’ websites. You can find the current integrations on the Platform here.

3.7 Third Party Sites. Any website linked to or from the Services that is not a Coalition Website is not reviewed, controlled, or examined by Coalition, and we are not responsible for its contents or for any link it contains. Including a link to a non-Coalition Website, or content advertised on the Services, does not imply that we endorse it. Any dealings you have with third parties, merchants, or advertisers on non-Coalition Websites are solely between you and them.

3.8 Liability for Third Party Sites. You acknowledge that Coalition is not liable for any loss or claim you may have against a third party. Coalition will not be liable to anyone for any damage arising directly or indirectly from the creation or use of a non-Coalition Website or from information or material accessed through it. If you violate a third-party provider’s terms of service, we may terminate the Services in our sole discretion. You will indemnify, defend, and hold Coalition harmless from any claims or liabilities arising from your use of such third-party sites.

3.9 Intellectual Property. Coalition, its Affiliates, and its third-party licensors and providers own all title and intellectual property rights (including copyrights, patents, trademarks, and trade secrets) in the Services and Coalition Websites, including related software, images, photographs, animations, video, audio, music, text, and content. All title and intellectual property rights in the Coalition Data and Services accessed through the Platform or Coalition Websites belong to Coalition and may be protected by copyright and other intellectual property laws and treaties.

4. Software Provided

4.1 Limited License. As part of the Services, Coalition may provide Software to you. Subject to your compliance with this Agreement, Coalition (or its third-party licensors, providers, or suppliers) grants you a personal, revocable, non-exclusive, non-transferable license to use the Software (and any corrections, updates, and upgrades) solely to enable your use of the Services. Your use of the Software and Platform is governed by this limited license unless a separate Order states otherwise.

4.2 Proprietary License Rights. The Software is the Confidential Information of Coalition or its third-party licensors, providers, or suppliers, and you will not disclose it to others or use it except as expressly permitted here. The Software contains copyrighted material, trade secrets, patents, and/or Confidential Information owned by Coalition or its licensors. You will not: decompile, reverse engineer, or disassemble the Software; attempt to discover its source code, underlying ideas, or algorithms; otherwise reduce it to human-readable form; or modify, rent, lease, loan, use for timesharing or service-bureau purposes, reproduce, sublicense, distribute, or otherwise transfer it to any third party. You will not remove or alter any trademark, trade name, copyright, or other proprietary notice, legend, symbol, or label on or in copies of the Software. You receive no title or ownership rights in the Software. You acknowledge that this limited license (under Section 4.1) is not a sale of intellectual property and that Coalition or its licensors keep all right, title, and interest, including all copyright, patent, trademark, trade secret, and moral rights, in the Software and its related documentation, corrections, updates, and upgrades. We may update the Software from time to time, and you agree to take the steps reasonably necessary to install any updates or upgrades.

4.3 Term of License. Your limited license to use the Software under this Section 4 remains in full force and effect until Coalition or its third-party licensors, providers, or suppliers terminate it, or until this Agreement is terminated.

5. Web Scans

5.1 General. You may be subject to Coalition’s automated service that scans domains in connection with the Services or Coalition Insurance Products (“Web Scans”). Web Scans assess the security posture of network devices and applications against Coalition-determined security standards to identify potential security vulnerabilities. Web Scans may be performed with the help of Coalition employees or appointed contractors and may from time to time include additional probing and validation beyond the scope of a standard Web Scan. In certain cases, we may conduct the non-destructive exploitation of a vulnerability and/or minimal extraction of data from the target server to support our Web Scan findings or to confirm the validity of a vulnerability to you. Web Scans typically include, but are not limited to, port scanning and port connections, evaluating services by checking versions and responses to certain requests, and crawling websites to test forms and application responses or to confirm the existence of certain files.

5.2 Authorization for Web Scans. By using the Services to perform Web Scans, you certify that you are authorized, as the owner or licensee (or the authorized representative of the individual, business, or other entity holding contractual usage rights granted by an ISP or web host), over all domains and Internet Protocol addresses (the “IPs”), and the associated computer hardware, network, storage, input/output or electronic control devices, and installed software (together, the “Devices”), to which you direct the Web Scans.

5.3 Limitation of Reports. Reports generated from Web Scans (such as the Coalition Risk Assessment and Coalition Health Monitoring) are preliminary and indicative only and should not be used as a substitute for a comprehensive cybersecurity audit. They are based on limited information gathered using the methodology described in this Section 5, and Coalition does not guarantee that they are accurate, complete, or suitable for your security-audit purposes. Further limitations are set out in Section 10.

5.4 Operational Considerations for Web Scans. You acknowledge that, depending on the number of ongoing requests we are performing and the nature of your company’s infrastructure, the performance of your systems may be affected.

6. Login Security; Authorization for Automated Remediation

6.1 Login Security. “Login Security” is a feature of the Services that, once you connect a supported identity provider (such as Microsoft 365 or Google Workspace), monitors email login activity and identity-provider alerts for suspicious or unauthorized sign-ins and automatically takes remediation actions in the connected environment to help contain identity-based threats.

6.2 Authorization. By checking the authorization box when you enable Login Security and connect your identity provider, you authorize Coalition to access and process data from, and to execute automated remediation actions within, your connected Microsoft 365, Google Workspace, or other supported environment. These remediation actions may include, without limitation, revoking active sessions, requiring or resetting passwords, and suspending, disabling, or restricting user accounts. You authorize Coalition to take these actions automatically, without further notice to or approval from you at the time of each action.

6.3 Your Authority and Responsibility. You represent and warrant that you are authorized to grant the permissions in Section 6.2 for the connected environment and for all accounts and users within it, and that you have given any notices to, and obtained any consents from, your personnel and other affected users that are required by applicable law or your internal policies. You are responsible for the configuration of Login Security and for the effects of any remediation action on your users and accounts, including any interruption of access to legitimate users.

6.4 Your Control. You retain control over Login Security and may change its configuration, disconnect any integration, or disable the feature at any time through your dashboard. Disconnecting an integration or disabling the feature stops further monitoring and remediation for that environment on a going-forward basis and does not affect actions already taken.

6.5 No Guarantee. Login Security is a risk-mitigation tool designed to help detect and respond to identity-based threats. It does not guarantee the detection, prevention, or remediation of all unauthorized access or security incidents. The limitations on reports in Section 5.3, the warranty disclaimers in Section 10, and the limitations of liability in Section 12 apply to Login Security and to any remediation action taken or not taken through it, including any impact on your systems, accounts, or users. Your use of Login Security is also subject to the Privacy Policy.

7. User Responsibilities for Data Management, Devices and Software; User Representations 

7.1 User Responsibilities for Data Management, Devices and Software. You are solely responsible for the protection, storage, backup, and security of User Data and any User Affiliate’s data, software, devices, computer network, and other facilities, as well as your choice of equipment, software, and online content, and all other matters relating to how you access and use the Services. You acknowledge that the reliability, availability, and performance of the Services accessed over the internet or through mobile or other devices are beyond our control and are not warranted or supported by Coalition or its third-party licensors, providers, and suppliers. Your use of the Services and Coalition Websites is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. YOU AGREE THAT NEITHER COALITION NOR ITS THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS ARE RESPONSIBLE FOR THE LOSS OF YOUR OR ANY THIRD PARTY DATA, OR FOR THE BACK-UP OR RESTORATION OF THAT DATA, WHETHER IT IS MAINTAINED ON OUR SERVERS, YOURS, OR YOUR PERMITTED DEVICE(S). YOU SHOULD ALWAYS BACK UP IMPORTANT INFORMATION SEPARATELY FROM DATA STORED BY COALITION OR ANY THIRD PARTY’S CLOUD-BASED SERVICE.

7.2 User Representations. Unless Coalition expressly authorizes it, when you transmit, upload, post, or submit any User Data using the Services, you (i) represent that the information is not confidential, secret, or proprietary to someone else; (ii) warrant that no other party has rights to it; and (iii) represent that, to your knowledge, transmitting, uploading, downloading, posting, or submitting the content, images, or data does not violate copyright or trademark law or any other third-party right.

8. Backup and Maintenance; Email Security.

8.1 Backup and Maintenance. Coalition may (i) use, copy, display, store, transmit, and reformat data transmitted over the Platform and our network systems, and distribute that content across multiple Coalition servers; and (ii) access, copy, block, or remove any unlawful content or other information you store on or transmit to or from the Platform (or in connection with the Services), our network systems, or any Coalition server, whether under a subpoena or otherwise. While we take commercially reasonable precautions and maintain technical and organizational safeguards appropriate to the sensitivity of the User Data to protect its security, confidentiality, and integrity, we make no guarantee or warranty against loss, alteration, or improper access.

8.2 Email Security. Coalition may, in our sole discretion, provide the level of security we consider appropriate to protect our network, our Users, and other Platform Users against internet threats or abuse, including viruses, spam, phishing, and identity theft. These measures may include firewalls, blocklists, anti-spam filters, anti-virus or anti-spyware software, or blocking selected ports, and may result in the blocking, filtering, or non-delivery of legitimate and non-legitimate email sent to or from your account. By using any Coalition-provided email address, you agree that the delivery and receipt of email are not guaranteed.

9. Suspension, Termination, Change of Services 

9.1 Suspension. This Agreement remains in effect until it is terminated under this Section or as otherwise specified here. Coalition may immediately suspend your access to or use of the Services if: (i) we believe there is a significant threat to the security, integrity, functionality, or availability of the Services or any Coalition Data, content, or applications; (ii) you or your Affiliates are in breach of Section 4; or (iii) you fail to pay undisputed fees when due. We will use commercially reasonable efforts under the circumstances to give you notice and, where applicable, an opportunity to cure before any suspension.

9.2 Termination. Either party may terminate this Agreement on 30 days’ written notice of a material breach by the other party, unless the breach is cured within that 30-day period. Before termination, and subject to this Agreement, you may access and download available User Data in a manner and format supported by these Terms of Service or the Order. On termination of this Agreement for any reason: (i) all your access and use rights under this Agreement end; (ii) you must immediately stop using the Services, close any account(s) to the Platform, de-install any Software, and delete any data provided as part of the Services; and (iii) we will delete User Data in accordance with our Privacy Policy unless the parties agree otherwise. Sections 2, 4, 5, 6, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19, together with all liabilities that accrue before termination, survive termination of this Agreement for any reason. We may, in our sole discretion, decline to accept any later request for Services following a termination or suspension.

9.3 Changes to Services. We may change the Services (or any part of them) at any time, with or without notice to you. For clarity, this includes changes to the Platform or any of its features. If a change materially and adversely affects your use of the Services and we cannot reasonably mitigate the impact, then, as your sole and exclusive remedy, you may terminate the Services without further obligation. Even so, if you change or discontinue any Coalition Insurance Product, we may terminate your Services in our discretion.

10. Warranty

ADVICE OR INFORMATION GIVEN BY COALITION, ITS REPRESENTATIVES, OR ITS THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS DOES NOT CREATE A WARRANTY. USE OF COALITION’S SERVICES (INCLUDING SUPPORT PROVIDED BY ITS THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS) IS AT YOUR OWN RISK AND IS NOT WARRANTED. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, COALITION AND ITS THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS DISCLAIM, FOR ALL SERVICES, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR ARISING BY COURSE OF PERFORMANCE, DEALING, CUSTOM, OR TRADE USAGE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF SUCH PURPOSE), AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

IN ADDITION, COALITION AND/OR ITS THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS DO NOT GUARANTEE THAT THE SERVICES CAN BE PROVISIONED TO YOUR LOCATION OR THAT PROVISIONING WILL OCCUR ON ANY SPECIFIED SCHEDULE. PROVISIONING AND PERFORMANCE (SPEED) OF THE SERVICES DEPEND ON NETWORK FACILITY AVAILABILITY AND OTHER FACTORS, INCLUDING COMPUTER/DEVICE CONFIGURATION AND CAPABILITIES AND NETWORK/INTERNET CONGESTION. IF THE SERVICES ARE NOT PROVISIONED FOR ANY REASON, NEITHER YOU NOR COALITION WILL HAVE ANY DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT. COALITION DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR NEEDS; PERFORM AT A PARTICULAR SPEED, BANDWIDTH, OR THROUGHPUT RATE; OR BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE, OR THE LIKE. COALITION DOES NOT WARRANT THAT THE SERVICES WILL NOT BE NEGATIVELY AFFECTED BY NETWORK-RELATED ACTIVITIES, INCLUDING MODIFICATIONS, UPGRADES, MONITORING, SCANNING, OR SIMILAR ACTIVITIES.

11. Indemnification

11.1 User Obligations. You will indemnify and hold harmless Coalition, its Affiliates, and their representatives, successors, and assigns from and against all damages, costs, losses, liabilities, and expenses of any kind (including reasonable attorneys’ fees and costs) arising from any claim relating to: (i) your and your Affiliates’ use of the Services; (ii) use of the Services by others, including infringement of the copyrights, trademarks, or other intellectual property rights of others; (iii) your combination of the Services with products or services not provided by Coalition or its third-party licensors, providers, and suppliers; (iv) any modification of the Services by you or your Affiliates; (v) any breach of this Agreement by you or your Affiliates; or (vi) your violation of any law or the right of a third party. In that event, you will conduct the defense and control of any litigation and settlement. However, you will not consent to any judgment or enter into any settlement that adversely affects Coalition’s rights or interests without Coalition’s prior written consent. We will give you prompt notice of all claims and reasonably cooperate, at your sole cost, in defending against the claim. You may not settle any claim under this Section that includes an admission of criminal liability by Coalition, its Affiliates, or their representatives, successors, and assigns, or that pays a settlement in Coalition’s name or on its behalf, without Coalition’s prior written consent.

11.2 Coalition’s Obligations. Coalition will, at its cost and expense, (i) defend and/or settle any claim brought against you by an unaffiliated third party alleging that the Services infringe or violate that third party’s intellectual property rights, and (ii) pay and indemnify any settlement of such claim, or any damages awarded against you by a court of competent jurisdiction as a result of such claim, provided that you: (i) give Coalition prompt written notice of the claim; (ii) let Coalition solely control and direct the defense or settlement of the claim (Coalition will not settle in a manner that requires you to admit liability without your prior written consent); and (iii) give Coalition all reasonable assistance in the defense or settlement of the claim, at Coalition’s cost and expense. You may participate in the defense of any claim at your own expense.

11.3 Remedies. If a claim covered by this Section occurs or, in Coalition’s opinion, is reasonably likely to occur (and if your access to and use of the Services is enjoined), Coalition may, at its expense and in its sole discretion: (i) obtain the right for you to continue using the Services; (ii) modify or replace the Services so they become non-infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate your license or access to the Services in accordance with this Agreement and, if applicable, refund any pre-paid, unused fees you paid for the remaining part of the Subscription/Order Term.

12. Limitation of Liability, Limitation of Damages

12.1 Limitation of Liability. IN NO EVENT WILL COALITION OR ITS THIRD PARTY LICENSORS, PROVIDERS, OR SUPPLIERS BE LIABLE TO YOU FOR (A) ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR LOSS OF OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY CLAIMS AGAINST YOU BY ANY THIRD PARTY. NOTWITHSTANDING THE FOREGOING, COALITION ASSUMES NO LIABILITY FOR ANY IMPACTS THAT MAY RESULT FROM THE AUTOMATED WEB SCANS OR ANY LOGIN SECURITY REMEDIATION ACTIONS (INCLUDING SESSION REVOCATION, PASSWORD RESETS, OR USER SUSPENSION, DISABLEMENT, OR RESTRICTION).

12.2 Limitation on Damages. OUR AGGREGATE LIABILITY TO YOU FOR ANY CAUSE OF ACTION OR CLAIM WHATSOEVER, INCLUDING ANY NON-INSTALLATION, SECURITY BREACH, USER SYSTEM IMPACT, OR FAILURE OR DISRUPTION OF SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED A PRO RATA CREDIT FOR THE MONTHLY FEES (EXCLUDING ALL TAXES) YOU PAID TO COALITION FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES; IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Third Party Beneficiaries

ALL LIMITATIONS AND DISCLAIMERS STATED IN THIS AGREEMENT ALSO APPLY TO COALITION’S THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS AS THIRD PARTY BENEFICIARIES OF THIS AGREEMENT, EACH OF WHICH MAY ENFORCE THESE TERMS INDEPENDENTLY OF COALITION.

14. Confidentiality

14.1 Definitions. In connection with this Agreement, each party (the “Receiving Party”) may receive Confidential Information of the other party (the “Disclosing Party”) or of third parties to whom the Disclosing Party owes a duty of confidentiality. “Confidential Information” means non-public information in any form, in the Receiving Party’s possession however acquired, that the Disclosing Party designates as confidential or that the Receiving Party should reasonably know is confidential given the nature of the information or the circumstances of its disclosure.

14.2 Exceptions. Confidential Information does not include information that: (i) the Receiving Party independently developed without using or referring to the Disclosing Party’s Confidential Information; (ii) was lawfully received from a third party without a restriction on use; (iii) is or becomes part of the public domain through no breach of this Section 14 by the Receiving Party; or (iv) was previously known to the Receiving Party without an obligation of confidentiality, as the Receiving Party can demonstrate.

14.3 Restrictions. Except as provided below, the Receiving Party will not: (i) use or reproduce the Disclosing Party’s Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement; or (ii) disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, except to personnel, consultants, agents, and representatives of the Receiving Party or its Affiliates (together, “Representatives”) who need to know it in connection with the Services, and the Receiving Party is responsible for their acts and omissions. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, but only after it (if permitted by law): (a) uses commercially reasonable efforts to notify the Disclosing Party in writing; (b) gives the Disclosing Party the opportunity to challenge the requirement; and (c) cooperates with the Disclosing Party if it seeks an appropriate protective order.

14.4 Protection. The Receiving Party will: (i) use at least the same degree of care it uses to protect its own Confidential Information of similar nature and value, and no less than reasonable care; (ii) hold the Disclosing Party’s Confidential Information in strict confidence and not disclose it to any third party other than its Representatives and its Affiliates and their Representatives who need to know it and who are bound by confidentiality obligations comparable to and no less restrictive than these; (iii) not use it for any purpose other than as set out in this Agreement; and (iv) return or destroy it upon the Disclosing Party’s written request. Even so, the Receiving Party, its Affiliates, and their Representatives may retain Confidential Information that (a) they are required to keep for compliance purposes under a document-retention policy or as required by applicable law, professional standards, a court, or a regulatory agency; or (b) was created electronically through automatic or ordinary-course archiving, back-up, security, or disaster-recovery systems or procedures.

15. Compliance with Law

15.1 Generally. You will not use, or permit others to use, the Services in any way that (i) violates any law or regulation, this Agreement, or our other policies posted on the Coalition Websites; (ii) infringes the rights of others; or (iii) interferes with other Users of the Services we provide on the Coalition Websites. For example, you will not propagate computer worms, destructive programs, denial-of-service attacks, or viruses; use a false identity; attempt to gain unauthorized entry to other computers, data, sites, or networks; distribute or store child sexual abuse material; distribute obscene or defamatory material over the internet; or infringe copyrights, trademarks, or other intellectual property rights. You will also comply with U.S. export laws governing the transmission of technical data and other regulated materials through the Services, where applicable.

15.2 Termination or Suspension. We may suspend or terminate the Services (or any portion of them) with or without notice if, in our sole judgment, your use of the Services violates this Section 15.

15.3 Response to Legal Process. We may provide information about your account and your use of the Services to third parties to the extent required or permitted by law (for example, in response to a subpoena or court order) and cooperate with law enforcement authorities in any criminal or civil investigation. This cooperation may include monitoring your account and use of the Services, providing data obtained through Web Scans (defined above), and producing other information in compliance with applicable law or a lawfully issued subpoena. In addition, Coalition is required, subject to applicable law, to report any facts or circumstances reported to us or that we discover that suggest there may be a violation of certain laws, including trade-sanction, child sexual abuse material, or data-export laws.

16. Artificial Intelligence Features; Generative Output

16.1 AI Features and Generative Output. Certain features of the Services, including the Coalition Control AI assistant (the “AI Assistant”), may use artificial intelligence and machine-learning tools and other technology (the “Generative Tools”) to generate text, summaries, recommendations, and other content (“Outputs”) in response to prompts, questions, security data, and other inputs made available to the Services (“Inputs”). The Generative Tools may include artificial intelligence and other technologies provided by third parties. You acknowledge that your use of the Generative Tools may involve access to Inputs and Outputs by Coalition and by those third parties, and that such access may be governed by agreements you enter into with those third parties in addition to this Agreement. 16.2 Nature of Outputs. Artificial intelligence and machine-learning technologies are rapidly evolving and may produce Outputs that are inaccurate, incomplete, out of date, unreliable, inappropriate, infringing, or otherwise unsuitable, or that do not meet your expectations. Because of the nature of these technologies, Outputs may not be unique, and the Generative Tools may generate the same or similar Outputs for other users where the Inputs are similar. Except to the extent they incorporate User Data, Outputs are Coalition Data, and they are provided for your internal security and risk-management purposes only. 16.3 No Professional Advice; Human Review. The AI Assistant is an automated system, not a human employee or agent of Coalition, and it does not provide legal, financial, insurance, or other professional advice. Outputs, including any security findings, recommendations, or risk assessments generated by the Generative Tools, are informational and preliminary only, do not replace the independent judgment of qualified personnel, and are subject to the limitations on Web Scans and reports in Section 5 and the warranty disclaimers in Section 10. You are solely responsible for reviewing and evaluating the accuracy, completeness, appropriateness, legality, and suitability of any Output before you rely on or act on it. 16.4 Acceptable Use of AI Features. You will not use the Generative Tools or the Outputs to: (i) violate any law or regulation or the rights of any third party; (ii) develop, train, or improve any product or model that competes with the Services; (iii) reverse engineer or discover the underlying models, weights, or algorithms of the Generative Tools; or (iv) submit any information that you are not permitted to share. You assume all risk arising from your use of the Generative Tools and the Outputs, and Coalition will have no liability for that use. 16.5 Improvement of Services. You acknowledge and agree that Coalition and its third-party AI providers may use Inputs, Outputs, and other data derived from your use of the Generative Tools to operate, maintain, secure, improve, and develop the Generative Tools and the Services, subject to Coalition’s Privacy Policy and applicable law. Coalition will not use User Data to train generative models made available to other customers except in de-identified or aggregated form that does not identify you or any individual.

17. Governing Law. This Agreement, and any dispute or claim arising out of or relating to it or the Services (including non-contractual disputes or claims), is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to Section 18 (Dispute Resolution), the parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any matter not subject to arbitration, and waive any objection to venue or to an inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This Section does not apply to a User to the extent a mandatory local law requires otherwise.

18. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. 18.1 Informal Resolution. Before starting an arbitration, the parties will try in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a “Dispute”) informally for at least thirty (30) days after written notice of the Dispute. Notice to Coalition must be sent to legal@coalitioninc.com. Authorized representatives of the parties will confer during this period. 18.2 Binding Arbitration. If the parties do not resolve a Dispute within that period, the Dispute will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, as modified by this Section. The arbitration will be conducted by a single arbitrator, seated in Wilmington, Delaware, and conducted in English. The arbitrator has exclusive authority to resolve any Dispute, including any question about the arbitrability or scope of this Section. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section. 18.3 Class Action and Jury Trial Waiver. Disputes will be arbitrated only on an individual basis. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one party’s claims or preside over any class or representative proceeding. If this Section 18.3 is found unenforceable as to a particular claim, that claim will proceed in the courts identified in Section 17, but the remainder of this Section 18 will remain in effect. 18.4 Exceptions. Either party may (i) bring an individual claim in a small-claims court of competent jurisdiction; and (ii) seek injunctive or other equitable relief in the courts identified in Section 17 to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or Confidential Information, or breach of the license and use restrictions in this Agreement. Seeking such relief does not waive the right to arbitrate any other Dispute. 18.5 Fees. Payment of AAA filing, administration, and arbitrator fees will be governed by the AAA Rules. The arbitrator may award the prevailing party its reasonable attorneys’ fees and costs to the extent permitted by applicable law. 18.6 Confidentiality of Arbitration. The arbitration and its outcome are confidential, except as necessary to enforce an award or as required by law.

19. General Provisions 19.1 Entire Agreement. This Agreement, together with any Order and the documents it incorporates by reference (including the Privacy Policy), is the entire agreement between you and Coalition regarding the Platform and Services and supersedes all prior or contemporaneous agreements, proposals, and communications, whether written or oral, on that subject. Any pre-printed or standard terms on a purchase order or similar document you provide have no force or effect and are rejected, even if Coalition accepts or does not expressly object to the document. 19.2 Order of Precedence. If there is a conflict, a signed Order controls over these Terms of Service for the Offerings on that Order, and these Terms of Service control over any other referenced policy, except that the Appendices control for the Users each covers. 19.3 Severability. If any provision of this Agreement is held invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary so that the rest of the Agreement remains in full force and effect. 19.4 Waiver. A party’s failure or delay in exercising any right under this Agreement is not a waiver of that right. Any waiver must be in writing and signed by the waiving party and applies only to the specific instance. 19.5 Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Coalition’s prior written consent, except to a successor to all or substantially all of your assets or business, provided that the successor is not a competitor of Coalition and you give Coalition prior written notice. Coalition may freely assign or transfer this Agreement, including to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties’ permitted successors and assigns. 19.6 Notices. Coalition may give you notices by email to the address associated with your account, by posting within the Platform, or as otherwise stated in an Order, and such notice is effective when sent or posted. You will send legal notices to Coalition at legal@coalitioninc.com and to Coalition Incident Response, Inc. (d/b/a Coalition Security), Attn: Legal Department, at its principal place of business. 19.7 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, denial-of-service attacks, or other cyber incidents. 19.8 Relationship of the Parties. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other. 19.9 Amendments. Except for updates to these Terms of Service made under the “Important Information About these Terms of Service” section above, any amendment to a signed Order must be in a writing signed by both parties. 19.10 Publicity. Coalition may identify you as a Coalition customer and use your name and logo in customer lists and promotional materials, consistent with any trademark-usage guidelines you provide to Coalition. Coalition will stop such use at your written request.