PLEASE READ THE FOLLOWING CAREFULLY: THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS OF SERVICE (“TERMS OF SERVICE”) ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“YOU,” “YOUR,” OR “CUSTOMER”), REPRESENTS AND WARRANTS THAT HE OR SHE HAS FULL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT WITH COALITION, INC, ON BEHALF OF ITSELF AND ANY OF ITS AFFILIATES PERFORMING SERVICES HEREUNDER (COLLECTIVELY, “COALITION,” “WE,” OR “OUR”). UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF COALITION PRODUCTS AND SERVICES, THESE TERMS AND CONDITIONS WHICH INCORPORATE BY REFERENCE, COALITION’S Website Terms of Use, AS WELL AS OUR Privacy policies (COLLECTIVELY, “AGREEMENT”) GOVERN YOUR RIGHTS TO USE COALITION CONTROL AND RELATED SERVICES (COLLECTIVELY, THE “SERVICES”). BY ASSENTING TO THESE TERMS OF SERVICE (EITHER BY CLICKING OR CHECKING A BOX WHEN SIGNING UP FOR AN ACCOUNT, SUBMITTING YOUR ORDER, OR PURCHASING A SUBSCRIPTION), CUSTOMER ACCEPTS THESE TERMS OF SERVICE, WHICH SHALL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMER AND COALITION. IF CUSTOMER DOES NOT AGREE TO OR CANNOT COMPLY WITH THIS AGREEMENT OR IF THE INDIVIDUAL DOES NOT HAVE AUTHORITY TO BIND THE CUSTOMER, THEN DO NOT ASSENT AND CUSTOMER WILL NOT BE AUTHORIZED TO USE THE SERVICES. THESE TERMS OF SERVICE ARE BINDING AS OF THE EARLIEST OF THE DATE THAT CUSTOMER ACCEPTS THESE TERMS OF SERVICE, THE DATE SET FORTH ON AN ORDER OR THE DATE ON WHICH CUSTOMER SETS UP AN ACCOUNT AND ACCESSES THE SERVICES.

IMPORTANT NOTE: If you are a company located in Europe and the Agreement is entered into between you and a Coalition subsidiary organized and existing under the laws of Germany, these Terms of Service apply subject to amendments set out in Attachment B below.

These Coalition Terms of Service govern the Customer’s use of Coalition Control and any services that a Customer uses Coalition Control to access, download, activate, reference or use; however, provisions regarding specific products or services offered by Coalition apply only to the extent such services are available through Coalition Control and not governed by a separate contract with Coalition.

1. Services and Definitions. The term “Services” means, collectively, Coalition Control (the “Platform”) and any services that a Customer uses Coalition Control to access, download, activate, reference or use, including access to Content and account administration services delivered by Coalition and any ancillary services available to Customer, as set forth in Attachment A hereto. The Platform includes all Software (as defined in this Agreement), Content and related services (including functionality that enables the delivery of Coalition messages to your internet browser or email system). The Services shall also include any cloud-based software or hardware that we provide you in connection with the Services and any sub- or secondary accounts associated with a primary account. “Content” shall mean content provided by Coalition or its third party licensors, providers or suppliers and access to the Services or Platform, including (without limitation) images, photographs, animations, video, audio, music and text, with the exception of content uploaded by and stored on behalf of users and shall include all User Information, Coalition messages, Security Data, Coalition Web Sites and such other Coalition products or services as you may subscribe to or purchase from Coalition. “Coalition Web Site(s)” mean the sites located at coalitioninc.com (including control.coalitioninc.com) which are comprised of various web pages, tools, information, software, Content, and features, produced and/or operated by Coalition. “Coalition Insurance Product(s)” means any insurance product that is offered by a duly-licensed Coalition 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. “Customer” means as the context requires, in addition to the entity identified above, any Customer Affiliate that uses the Services or places an Order or subscribes to Services, which may be specified in a separate contract with Coalition. “Affiliate” means any entity that a party directly or indirectly controls (e.g., subsidiary) or is controlled by (e.g., parent), or with which it is under common control. “Offerings means, collectively, any separate security-related products or services that are offered by Coalition to Customer as set forth in a Subscription or Order Form. A “Subscription” or “Order Form” means any purchase order or ordering document (including any SOW) accepted by Coalition that identifies the following ordered by Customer: Offering, Offering quantity based on Coalition defined metrics, price and Subscription/Order Term.

2. Suspension; Termination; Changes to Service.

   1. Termination. This Agreement shall remain effective until termination in accordance with this Section or as otherwise specified herein. Coalition may immediately suspend Your access to, or use of, the Services if: (i) Coalition believes that there is a significant threat to security, integrity, functionality, or availability of the Services, Content, Coalition Website(s) or any other Coalition products or services offered or Customer’s use otherwise adversely affects or threatens any other Coalition product, the Platform, or Coalition’s network, customers or employees; (ii) Customer or Customer’s users are in breach of Section 9 herein; or (iii) Customer fails to pay Coalition when undisputed fees are due; provided, however, Coalition will use commercially reasonable efforts under the circumstances to provide Customer with notice and, if applicable, an opportunity to remedy such violation prior to any such suspension. Either party may terminate this Agreement upon 30 days’ written notice of a material breach by the other party, unless the breach is cured within the 30-day notice period. Prior to termination and subject to the terms of this Agreement, Customer shall have the right to access and download Customer Data available per the Terms of Service (or a separate agreement executed between the parties) in a manner and in a format supported by the Services. Upon termination of this Agreement for any reason: (x) all Your access and use rights granted under this Agreement will terminate; (y) You must immediately cease use of the Services and terminate use of any account(s) to the Platform and delete software and data provided as part of Services; (z) Customer Data, including all data, files, and other information (including emails, account information or other Content) stored in or for your account will be deleted in accordance with our Privacy Policy unless otherwise agreed to between the parties. Sections 2, 3, 4, 5, 8, 9, 10, 13, and all liabilities that accrue prior to termination shall survive termination of this Agreement for any reason. We may, at our sole discretion, refuse to accept your subsequent request for Services following a termination or suspension of your use of the Services.

   2. Changes to Services. We reserve the right to change the Services (or any part thereof), at any time with or without notice to you. For the avoidance of doubt, such change(s) to Services shall include making changes to the Platform or any features thereto. If such 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.

   3. Changes to Insurance Policy. If you change or discontinue a Coalition Insurance Product, We may, in our discretion, terminate your Services.

3. Orders/Payment.

   1. Subscription/Order Form. Only those transaction-specific terms stating the Offerings ordered, price, payment terms, Subscription/Order term, and billing/provisioning contract information will have any force and effect unless a particular Subscription/Order Form is executed by an authorized signer of Coalition and returned to a Customer. If any such Subscription/Order Form is so executed and delivered, then only those specific terms on the face of such Subscription/Order Form will prevail over any conflicting terms herein and then, only with respect to those Offerings ordered on such Subscription/Order Form. Such Subscriptions/Order Forms are non-cancellable. Users can contact securitysales@coalitioninc.com for more information and details on pricing of such Offerings.

   2. Payment and Taxes. Customers will pay fees for Offerings to Coalition as set forth in the applicable Subscription/Order Form. Unless otherwise expressly set forth on the Subscription/Order Form, Customer will pay the fees and amounts stated on each Subscription/Order Form as set forth therein. Except as otherwise expressly provided in this Agreement, all fees and other amounts paid for Offerings are non-refundable. Fees are exclusive of any applicable sales, use, value added, withholding, and other taxes, however designated. Customer shall pay all such taxes levied or imposed by reason of Customer’s purchase of the Offering and the transactions hereunder, except for taxes based on Coalition’s income or with respect to Coalition’s employment of its employees.

   3. Payment Processor. For billing/invoicing of any Offerings purchased by Customer, Coalition shall use the third-party payment processor, Stripe (“Payment Processor”) to bill Customer’s credit card. All payments processed in connection with Customer’s purchase of the Offering will be subject to the terms, conditions, and privacy policies of Stripe which can be found here (https://stripe/com/). Customer agrees to pay Coalition through the Payment Processor, all charges in connection with the purchase of the Offering in accordance with a Subscription/Order Form executed in accordance with Subsection 3 (a) of these Terms of Service. We reserve the right to correct or instruct our Payment Processor to correct any errors or mistakes even if the payment has already been requested or received.

4. No Warranties. ADVICE OR INFORMATION GIVEN BY COALITION, ITS REPRESENTATIVES OR ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS SHALL 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 OTHERWISE EXPRESSLY PROVIDED HEREIN, COALITION AND ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS DISCLAIM, WITH RESPECT TO ALL SERVICES, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR ARISING BY COURSE OF PERFORMANCE, DEALING, CUSTOM OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE KNEW OR SHOULD HAVE KNOWN SUCH PURPOSE) AND NONINFRINGEMENT. YOU AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE BASIS. IN ADDITION, COALITION AND/OR ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, AS APPLICABLE, DO NOT GUARANTEE THAT THE SERVICES CAN BE PROVISIONED TO YOUR LOCATION, OR THAT PROVISIONING WILL OCCUR ACCORDING TO A SPECIFIED SCHEDULE. THE PROVISIONING AND PERFORMANCE (SPEED) OF THE SERVICES ARE SUBJECT TO NETWORK FACILITY AVAILABILITY AND OTHER FACTORS, INCLUDING WITHOUT LIMITATION, COMPUTER/DEVICE CONFIGURATION AND CAPABILITIES AND NETWORK/INTERNET CONGESTION, AMONG OTHER FACTORS. IN THE EVENT THE SERVICES ARE NOT PROVISIONED FOR ANY REASON, NEITHER YOU NOR COALITION SHALL HAVE ANY DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT. COALITION DOES NOT WARRANT THAT THE SERVICES PROVIDED BY COALITION WILL MEET YOUR NEEDS, PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. COALITION DOES NOT WARRANT THAT THE SERVICES WILL NOT BE NEGATIVELY AFFECTED BY NETWORK-RELATED ACTIVITIES INCLUDING BUT NOT LIMITED TO MODIFICATIONS, UPGRADES, MONITORING, SCANNING OR SIMILAR ACTIVITIES.

5. Indemnification.

   1. Customer Obligations. You agree to indemnify us and hold Coalition harmless from and against all for any damages, costs, losses, liabilities and expenses of any kind (including reasonable attorneys' fees and costs) arising out of or related to we incur from any claim arising from (i) Your use of the Services or Platform, or (ii) the use of the Services by others, including without limitation, violation of the copyrights, trademarks or other intellectual property rights of others, (iii) Your combination of the Services with other products or services not provided by us, (iv) any modification of the Services, (v) any breach by You of this Agreement, or (vi) by Your violation of any law or the right of a third party. In such event, You agree to conduct the defense and control of the litigation and settlement, if any. However, you agree not to acquiesce to any judgment or enter into any settlement that adversely affects Coalition’s rights or interests without Coalition’s prior written consent. We agree to give you prompt notice of all claims and to cooperate in defending against the claim. You may not settle any claim under this Section which includes an admission of criminal liability or the payment of a settlement amount without the prior written permission of Coalition.

   2. Coalition’s Obligations. Coalition shall at its cost and expense (i) defend and/or settle any claim brought against Customer 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 to such third party by a court of competent jurisdiction as a result of such claim; provided that Customer: (i) gives Coalition prompt written notice of such claim; (ii) permits Coalition to solely control and direct the defense or settlement of such claim (however, Coalition will not settle any claim in a manner that requires Customer to admit liability without Customer’s prior written consent); and (iii) provides Coalition all reasonable assistance in connection with the defense or settlement of such claim, at Coalition’s cost and expense. In addition, Customer may, at Customer’s own expense, participate in defense of any claim.

   3. Remedies. If a claim covered under this Section occurs or in Coalition’s opinion is reasonably likely to occur, Coalition may at its expense and sole discretion (and if Customer’s access and use of the Services is enjoined, Coalition will, at its expense): (i) procure the right to allow Customer to continue using the Services; (ii) modify or replace the Services to become non-infringing; or (iii) if neither (i) or (ii) is commercially practicable, terminate Customer’s license or access to the Services in accordance with this Agreement and refund any portion of the any applicable pre-paid, unused fees paid by Customer corresponding to any unused period of a Subscription/Order Term.

6. Service Levels; Performance of Control Scans; Limitations on Use; Integrations.

   1. Use of the Services and Management of Data, Devices and Software. You understand and agree that You are solely responsible for the protection, storage, backup and security of Your and any authorized Customer user’s data, software, devices, computer network and other facilities, as well as Your choice of equipment, software and online content; and all other matters related to how You access and use the Services. You acknowledge and agree that the reliability, availability and performance of the Services accessed through the Internet, mobile devices or other web streaming devices are beyond our control and are not in any way warranted or supported by Coalition or its third party licensors, providers and suppliers. In addition, You agree that Your use of the Services, including the Platform and the Coalition Website(s) is solely at Your own risk and 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 YOUR OR ANY THIRD PARTY DATA REGARDLESS OF WHETHER THIS DATA IS MAINTAINED ON OUR SERVERS OR YOURS, OR YOUR PERMITTED DEVICE(S). YOU SHOULD ALWAYS BACK-UP ANY IMPORTANT INFORMATION SEPARATELY FROM DATA STORED BY COALITION OR ANY THIRD PARTY'S CLOUD-BASED SERVICE.

   2. Coalition Data Management; Service Levels; Performance of Control Scans. We reserve the right to (i) use, copy, display, store, transmit and reformat data transmitted over Our Platform and network systems and to distribute such content to multiple Coalition servers for back-up and maintenance purposes; and (ii) block or remove any unlawful content You store on or transmit to or from the Platform, Coalition’s network systems, or any Coalition server. We do not guarantee the protection of Your Content or data located on our Platform, our network systems, or servers against loss, alteration or improper access. You agree to permit us to scan network ports for the purpose of providing the Services. You acknowledge that depending on the number of ongoing scans we are performing and the nature of your company’s infrastructure, service level performance of scans may be impacted. Unless expressly authorized by Coalition, by transmitting, uploading, posting or submitting any information or material using the Services, You (i) represent that such information is not confidential, secret or proprietary information belonging to someone else; (ii) warrant that no other party has rights to the information; and (iii) represent that when You transmit, upload or download, post or submit any content, images or data, said action does not (to Your knowledge) violate the copyright or trademark laws or any other third party rights.

   3. Limitations on Use of Service. You agree that Coalition assumes no responsibility for the accuracy, integrity, quality completeness, usefulness or value of the Platform, or any Content, data, documents, graphics, images, information, advice, or opinion contained on the Platform or as part of the Services and does not endorse any advice or opinion contained therein. Coalition may take any action we deem appropriate, in our sole discretion, to maintain the high quality of the Services and to protect others and ourselves. If You choose to access the Platform from locations outside the United States, You do so on Your own initiative and You are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of technical data exported from or imported to the United States or the county in which you reside.

   4. Integrations

      1. Google API Services User Data Policy. You understand and agree that Coalition’s use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.

      2. Microsoft 365. You understand and agree that Coalition’s use and transfer to any other app of information received from Microsoft 365 API will adhere to here including the Limited Use requirements.

      3. SentinelOne. You understand and agree that Coalition’s use and transfer to the Platform or any other app any information received from SentiellOne will be subject to the terms, conditions and privacy policies of SentiellOne, which can be found here: www.sentinelone.com/legal/.

      4. Material Security. You understand and agree that Coalition’s use and transfer to any the Platform or any other app information received from Material Security.will be subject to the terms, conditions and privacy policies of Material Security, which can be found here: https://material.security/.

7. Notices and Consent.

   1. Notices Regarding the Service. You understand and agree that from time to time we may send You information relating to the Services (including but not limited to password information), via electronic mail over the Internet to Your email address that You provided to us in connection with using the Services or opening an Account. You consent to our distribution of such information to You electronically and You agree to check Your email boxes periodically for account-related information that we provide.

   2. Revisions to Terms of Service. You understand and agree that we may, from time to time, revise the terms and conditions of this Agreement (including any of the policies which may apply to use of the Services and the provisions that govern the way that you and we resolve disputes). The current version of this Agreement shall be available to You on our website Coalition Control. We will provide notice of any material revisions i) by sending an email to the contact email address we have on file for you; or ii) by including a notice of the revision or update to this Agreement on the Platform or Coalition Web Site(s). You agree to visit the specified web pages periodically to be aware of and review any such revisions. Revisions to the Agreement are effective upon posting the updated Terms of Service to the Website or Platform. By continuing to use any of the Services after the date the revision(s) are posted to the Website or Platform, You accept and agree to the revisions and to abide by them. If You do not agree to the revised Terms of Service, you must terminate Your use of the Services immediately pursuant to Section 2 (a) herein.

8. Compliance with Laws.

   1. Generally. You agree not to use, or permit others to use, the Services or Platform in ways that (i) violate any law or applicable regulation, this Agreement or our other policies accessible on our Website, (ii) infringe the rights of others, or (iii) interfere with the users of Services that we provide on our Website(s) or Platform. By way of example and not limitation, you agree not to propagate computer worms, destructive programs or denial of service attacks or viruses; use a false identity; attempt to gain unauthorized entry to other computers, data or any site or network; distribute or store child pornography; distribute obscene or defamatory material over the Internet; or infringe copyrights, trademarks or other intellectual property rights. You further agree to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Services or Platform, if applicable.

   2. Termination or Suspension. We reserve the right to suspend or terminate the Services (or any portion thereof) with or without notice if your use of the Services or Platform, in our sole judgment, violates this Section 9 of the Agreement.

   3. Response to Legal Process. We reserve the right to provide information about Your account and Your use of the Services or Platform to third parties to the extent required or permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. Such cooperation may include, but is not limited to, monitoring Your account and use of the Services on the Platform, providing copies of Web Scans (defined below) and producing any other information in compliance with applicable law or lawfully issued subpoena. In addition, Coalition is required, subject to the extent and limitations set out by applicable law, to report any facts or circumstances reported to us or that we discover from which it appears there may be a violation of certain laws, including trade sanction, child pornography or data export laws.

9. Software Provided.

   1. Limited License. In relation to the Services, Coalition may provide to You, at no cost or for a fee, cloud-based software owned by Coalition or its third-party licensors, providers or suppliers (“Software”). You are hereby granted a personal, revocable, non-exclusive, non-transferable license by Coalition or its third party licensors, providers or suppliers, to use the Software (and any corrections, updates and upgrades thereto), for the sole purpose of enabling you to use the Services and Platform. You may use the Software in object code form only, only as part of or for use with the Services or Platform provided in connection with this Agreement and for no other purpose. Your use of the Software and Platform is governed by the terms of this limited license.

   2. Proprietary License Rights. You agree that the Software is the confidential information of Coalition or its third-party licensors, providers or suppliers, which you shall not disclose to others or use except as expressly permitted herein. The Software contains copyrighted material, trade secrets, patents, and proprietary information owned by Coalition or its third-party licensors, providers, or suppliers. You may not decompile, reverse engineer, disassemble, attempt to discover any source code or underlying ideas or algorithms of the Software, otherwise reduce the Software to a human readable form, modify, rent, lease, loan, use for timesharing or service bureau purposes, reproduce, sublicense or distribute copies of the Software, or otherwise transfer the Software to any third party. You may not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols, or labels appearing on or in copies of the Software. You are not granted any title or rights of ownership in the Software. You acknowledge that this license is not a sale of intellectual property and that Coalition or its third party licensors, providers or suppliers continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret, and moral rights, to the Software and related documentation, as well as any corrections, updates and upgrades. We reserve the right to update the Software from time to time and You agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Software.

   3. Term of License. Your license to use the Software shall remain in full force and effect until it is terminated by Coalition, its third party licensors, providers or suppliers, or until this Agreement is terminated.

   4. Technical Assistance. Coalition provides limited technical assistance and directions solely for users of Coalition Insurance Products and for Platform users, respectively. Unless otherwise provided, Coalition does not provide technical assistance or support for Your implementation of third party Software or products referenced on its Platform or Website(s). Technical assistance or support with regard to any third party software provided as part of the Services is provided in accordance with such third party's policies or other terms and Coalition shall have no liability for such software. Coalition reserves the right to deny any user technical assistance that is outside the scope of the terms herein.

   5. Third Party Sites. Any website linked to or from the Services or Platform, that is not a Coalition Website, is not reviewed, controlled, or examined by Coalition and Coalition is not responsible for the contents of any linked site or any link contained in a linked site that is not a Coalition Website. The inclusion of any linked sites or content from the Services or Platform that is not a Coalition Website, including sites or content advertised on the Services, does not imply endorsement of the linked site or content by Coalition. Any dealings that You have on non-Coalition Websites with third parties, merchants or advertisers found on the Services or Platform are between you and the third party, merchant or advertiser.

   6. Liability for Third Party Sites. You acknowledge and agree that we are not liable for any loss or claim You may have against a third party, merchant or advertiser. In no event shall Coalition be liable to anyone for any damage arising from or caused, directly or indirectly, by the creation or use of a third party's web site that is not a Coalition Web Site, or the information or material accessed through such web sites. Violations of such third party provider’s terms of service may, in Coalition’s sole discretion, result in the termination of the Services. You further agree to indemnify, defend and hold Coalition harmless from and against any claims or liabilities that may result from your use of such third party sites.

   7. All title and intellectual property rights (including without limitation, copyrights, patents, trademarks and trade secrets) in and to the Coalition Platform, Services and Coalition Websites (including but not limited to, related software, images, photographs, animations, video, audio, music, text, and Content), are owned by Coalition, its Affiliates, third-party licensors and/or providers acting on Coalition’s behalf, as applicable. All title and intellectual property rights in and to the Content and Services which may be accessed through use of the Platform or Coalition’s Web Sites are the property of Coalition and may be protected by applicable copyright or other intellectual property laws and treaties.

10. Web Scans.

    1. General. Users of the Platform may utilize Coalition’s automated service to scan and monitor devices and domains which they specify (“Web Scans”). These Web Scans are conducted to ascertain the compliance of network devices and applications with Coalition determined security standards and to disclose potential security vulnerabilities that may be present. Cybersecurity audits may be performed for Customers with the assistance of Coalition employees or its appointed contractors and may from time to time include additional probing and validation beyond the scope of Coalition’s automated scanning system. In certain cases, the non-destructive exploitation of a vulnerability and/or minimal extraction of data from the target server may be conducted to support Coalition’s cybersecurity audit findings, or to illustrate a vulnerability to you. Cybersecurity audits 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 perform testing of forms, application responses, or to confirm the existence of certain files.

    2. Limitation of Reports. The reports generated from the Web Scans (such as Coalition Risk Assessment and Coalition Health Monitoring) are meant to be taken as 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 above, and Coalition does not guarantee that these reports will be fully accurate, complete, or suitable for your security audit purposes. Further limitations are set out in Section 4 above.

    3. Authorization for Web Scans. By utilizing the Services to perform Web Scans, you certify that you are authorized to act on behalf of the owner or licensee of, or are the authorized representative of an individual, business, or other legal entity having contractual usage rights granted by an ISP or Web Host owning or licensed to use, any and all domains and Internet Protocol addresses (the “IPs”), the associated computer hardware, network, storage, input/output or electronic control devices, or software installed on such devices (collectively, the “Devices”) to which you direct the Web Scans to be performed.

11. Customer Equipment; Service Performance; Backup and Maintenance.

    1. Customer Equipment. You are solely responsible for obtaining, installing, configuring, and maintaining suitable equipment and software, including any necessary system or software updates, patches or other fixes, which are or may become necessary to access the Service or Platform. The preceding obligations apply regardless of whether Coalition or a third party provided the software or hardware to you.

    2. Service Availability and Performance. The Term Plan or Services you select may not be available in all areas and some locations will not qualify for the Term Plan or Services even if initial testing or pilots were run in a particular location or for a particular market. The speed of the Platform or Services will vary based on your network system or Internet congestion, your computer configuration, your chosen Term Plan or Services, and potentially the condition or quality of your internet service, among other factors.

    3. Email Security. Coalition reserves the right in our sole discretion to provide the level of security we deem appropriate to safeguard our network and customers, and other Platform users, against Internet threats or abuses, including without limitations, viruses, spam, phishing, identity theft and any other potentially disabling or harmful threat or abuse. These security measures may include but are not limited to, the use of firewalls and blocklists to block potentially harmful or abusive emails or attachments, anti-spam filters, anti-virus or anti-spyware software, or blocking selected ports. Such activities may result in the blocking, filtering or non-delivery of legitimate and non-legitimate email sent to or from Your email account to Coalition. By using any Coalition-provided email address, you agree that delivery and receipt of email is not guaranteed.

    4. Coalition Backup and Maintenance. Coalition may use, copy, display, store, transmit, translate, rearrange, reformat, view and distribute your information to multiple Coalition servers. Coalition may access, copy, block or remove any Content or other user information stored on the Services or the Platform, whether pursuant to a subpoena or otherwise. We do not guarantee that these procedures will prevent the loss of, alternation of, or the improper access to, your information.

12. Resolution of Disputes. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

    1. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the "Arbitration Agreement". To the maximum extent permitted by applicable law, you agree that any and all disputes or claims that have arisen or may arise between you and Coalition, whether arising out of or relating to these Terms (including any question regarding these Terms’ arbitrability, existence, interpretation, validity, breach, or termination of the business relationship created by it), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, provincial, territorial, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Coalition are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

    2. Prohibition of Class and Representative Actions and Non-Individualized Relief. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COALITION AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COALITION AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

    3. Pre-Arbitration Dispute Resolution. Coalition is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at help@coalitioninc.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice should be sent to Coalition, Inc., 548 Market St, #94729, San Francisco, CA 94104-5401, United States ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Coalition and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Coalition may commence an arbitration proceeding in accordance with Subsection 12(d) below. During the arbitration, the amount of any settlement offer made by Coalition or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Coalition is entitled.

    4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of these Terms. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Coalition and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for USD 10,000 or less, Coalition agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds USD 10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

    5. Cost of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is USD 75,000 or less, at your request, Coalition will pay all Arbitration Fees. If the value of relief sought is more than USD 75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Coalition will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Coalition will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

13. Limitation of Liability. IN NO EVENT SHALL COALITION OR ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS BE LIABLE TO YOU FOR (A) ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY THIRD PARTY.

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

15. 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 is a third party beneficiary of this Agreement capable of enforcing its terms independently from Coalition.

16. Force Majeure. If the performance of any obligation hereunder is interfered with by reason of any circumstance beyond our reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, power surges or failures, or the act or omission of any third party, we shall be excused from such performance to the extent necessary, provided that we shall use reasonable efforts to remove such causes of non-performance.

17. Publicity. You shall not use any trademark, trade name, trade dress or any name, picture or logo which is commonly identified with Coalition or its subsidiaries or affiliates, or from which any association with Coalition, its subsidiaries or affiliates may be inferred or implied, in any manner without the prior written permission of Coalition.

18. Choice of Law. These Terms and your use of the Platform and Services are governed in all respects by the laws of the State of California, without giving effect to any principles of conflicts of laws except for such principles of conflicts of laws which cannot be waived by a choice of law.

19. Venue. Any dispute concerning the Services or these Terms shall be subject to the exclusive venue of a court of competent jurisdiction in San Francisco County, California.

20. Miscellaneous. The terms and conditions of this Agreement supersede all previous agreements, proposals or representations related to the Services. You may not assign this Agreement without our prior written consent. We may freely assign this Agreement. Any changes to this Agreement, or any additional or different terms in your purchase orders, partnership agreements, service agreements or other documents, will not be effective unless expressly agreed to in writing by us. Any notices or demands or other communications under the terms of this Agreement or under any statute must be communicated in writing. Unless otherwise specified in this Agreement, notices to us must be made to the attention of the Legal Department and sent to the address listed above via email or via overnight courier or express delivery service. Notices shall be deemed to have been given on receipt if delivered by overnight express courier. Notices to you will be sent either to your email address on file in your account with Coalition, or in the manner set forth in Section 8 above. If any of the terms or conditions in this Agreement are properly found to be invalid or unenforceable by a court or government body of competent jurisdiction, the remaining terms or conditions of this Agreement shall not be affected by the finding and shall continue to apply as necessary to reflect the original intention of the parties. Coalition’s failure at any time to enforce any provision of this Agreement or any right or remedy available hereunder or at law or equity, or to exercise any option herein provided shall in no way be construed to be a waiver of such provision, right, remedy or option or in any other way affect the validity of this Agreement. The exercise by Coalition of any rights, remedies or options provided in this Agreement or at law or equity shall not preclude or prejudice Coalition from exercising thereafter the same or any other rights or remedies or options.