These Terms of Service (“Agreement”) are a binding contract between you and Coalition Incident Response, Inc. dba Coalition Security (“our” or “we”) with respect to the Advisory Services. You accept this Agreement by clicking or checking a box when you enroll in, schedule, or otherwise enter the Advisory Services program, or by requesting, accessing, or receiving the Advisory Services. If you do not have authority to bind your organization, or do not agree to these terms, you may not request, access, or receive the Advisory Services. This Agreement is binding from the earliest date you accept it or first request, access, or receive the Advisory Services.

Coalition Security may update these Terms of Service at any time. If you keep using or receiving the Advisory Services after we post an update, you accept the changes.

1. Definitions

“Advisory Services” means the free security advisory services made available by Coalition Security, including advisory calls, consultations by phone or email, coaching sessions, threat intelligence and vendor-risk briefings, privacy consultations, and any Deliverables, in each case provided to help you understand and reduce cyber risk.

“Advisor” means the Coalition Security personnel, analysts, consultants, or representatives who deliver the Advisory Services.

“Affiliate” means any entity that a party directly or indirectly controls, is controlled by, or is under common control with.

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

“Coalition” means Coalition, Inc. and its Affiliates, including Coalition Security.

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

“Deliverables” means any memos, summaries, briefings, checklists, action plans, reports, or other written materials prepared by or on behalf of Coalition Security and provided to you in connection with the Advisory Services.

“Order” means a separate ordering document or written agreement between Coalition Security and you for any optional paid upgrade to the Advisory Services (such as additional sessions, additional entities, or deeper workshops).

“User Materials” means the information and materials you or your Affiliates provide to Coalition Security in connection with the Advisory Services.

2. The Advisory Services; Scope and Informational Purpose

2.1 Complimentary; Informational Purpose. Coalition Security provides the Advisory Services on a complimentary basis for general informational and educational purposes only. They are meant to help you understand and reduce cyber risk. They are not a comprehensive audit, assessment, penetration test, or certification of your security, privacy, or compliance posture.

2.2 No Professional, Legal, or Financial Advice. The Advisory Services are not legal, regulatory, financial, accounting, or other professional advice, and they do not create an attorney-client, fiduciary, or other special relationship between you and Coalition Security. When something needs professional judgment (including privacy, breach-notification, or regulatory questions), you should hire your own qualified advisors. If Coalition Security introduces you to outside counsel or specialists, that is a convenience only, not a recommendation or endorsement.

2.3 Optional Paid Upgrades. We may offer expanded services under an Order for a fee. That Order, together with these Terms of Service, governs those services.

3. Your Responsibilities; Decisions

3.1 Your Decisions. You are solely responsible for evaluating the Advisory Services and for all decisions and actions you take based on them, including whether and how to act on any recommendation. The Advisory Services may include advice and recommendations, but all decisions are yours. Coalition Security does not perform management functions or make management decisions for you.

3.2 Implementation. Acting on any recommendation, and hiring any third-party vendor or service provider, is your responsibility. You keep full ownership of, and responsibility for, your security program, systems, data, and risk management.

3.3 Accuracy of Information. You are responsible for giving Coalition Security accurate, complete, and timely information, and you understand that the Advisory Services are based on the information available to us at the time.

4. Warranty

ADVICE OR INFORMATION GIVEN BY COALITION SECURITY, ITS ADVISORS, ITS AFFILIATES, OR ITS THIRD-PARTY LICENSORS, PROVIDERS, AND SUPPLIERS DOES NOT CREATE A WARRANTY. YOU RECEIVE AND USE THE ADVISORY SERVICES AT YOUR OWN RISK. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OF SERVICE, COALITION SECURITY AND ITS AFFILIATES AND THIRD-PARTY LICENSORS, PROVIDERS, AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES FOR THE ADVISORY SERVICES AND DELIVERABLES, 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, ACCURACY, COMPLETENESS, AND NONINFRINGEMENT. THE ADVISORY SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

5. No Guarantee of Results or Security

COALITION SECURITY DOES NOT WARRANT OR GUARANTEE THAT FOLLOWING THE ADVISORY SERVICES WILL PREVENT OR REDUCE ANY SECURITY INCIDENT, BREACH, LOSS, CLAIM, OR LIABILITY, OR THAT YOUR ENVIRONMENT IS OR WILL BE SECURE OR COMPLIANT. CYBER RISK CANNOT BE ELIMINATED. WE DO NOT GUARANTEE THAT THE ADVISORY SERVICES WILL MEET YOUR NEEDS OR BE UNINTERRUPTED, ERROR-FREE, OR COMPLETE.

6. Point-in-Time Advice; No Duty to Update

The Advisory Services and Deliverables reflect the information and circumstances at the time they are provided. Coalition Security has no obligation to update, supplement, or correct any advice or Deliverable for later events, new information, or changes in law, regulation, the threat landscape, or your environment, unless we agree otherwise in writing. The Deliverables come with no maintenance, support, or updates.

7. No Reliance; Relationship to Insurance and Underwriting

The Advisory Services are informational and do not create any duty owed to you or any third party. They do not amend, expand, waive, or change any term, condition, limit, retention, or exclusion of any Coalition Insurance Product, and they are not a coverage determination, a waiver of any right or defense, or an admission. Providing the Advisory Services, and any content in them, does not mean Coalition or Coalition Security knows about, accepts, or assumes any risk for underwriting, claims, or any other purpose. Coverage is governed solely by the applicable policy.

8. Confidentiality; Use of Information

8.1 Your Information. We handle information you share with Coalition Security under Coalition’s Privacy Policy and any applicable agreements. As between us, User Materials remain your property.

8.2 Deliverables. Deliverables are for your internal use only and are confidential to you. You may not share, publish, or distribute them to any third party without Coalition Security’s prior written consent, and no third party may rely on them.

8.3 Coalition Security Confidential Information. You will protect any non-public information of Coalition Security or Coalition shared with you in connection with the Advisory Services using at least reasonable care, and you will not disclose it to any third party except as allowed by this Agreement or required by law.

9. Ownership of Deliverables; License

Coalition Security and Coalition keep all right, title, and interest in the methodologies, tools, templates, playbooks, threat intelligence, and know-how used to provide the Advisory Services, including anything developed or improved while providing them (the “Coalition Security Materials”), and all related intellectual property rights. Subject to this Agreement, Coalition Security grants you a non-exclusive, non-transferable, royalty-free license to use the Deliverables for your own internal business purposes. You may not create derivative works from, sublicense, sell, or distribute the Coalition Security Materials or the Deliverables to any third party without Coalition Security’s prior written consent.

10. Indemnification

You will indemnify and hold Coalition Security, Coalition, their Affiliates, and their representatives, successors, and assigns harmless from any damages, costs, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim that comes from: (i) your or your Affiliates’ use of, or reliance on, the Advisory Services or Deliverables; (ii) your decisions, actions, or omissions, including acting or not acting on any recommendation; (iii) any inaccurate, incomplete, or untimely information you provide; (iv) any breach of this Agreement by you or your Affiliates; or (v) your violation of any law or the rights of a third party. We will give you prompt notice of any such claim and reasonably cooperate, at your cost, in the defense.

11. Limitation of Liability; Limitation of Damages

11.1 Exclusion of Liability. 

COALITION SECURITY HAS NO LIABILITY FOR ANY LOSS, CLAIM, OR EXPENSE ARISING OUT OF OR ATTRIBUTABLE TO: (A) YOUR OWN DECISIONS, DIRECTIONS, ACTIONS, OR OMISSIONS; (B) YOUR ACTING OR NOT ACTING ON ANY RECOMMENDATION; (C) ANY INACCURATE, INCOMPLETE, OR UNTIMELY INFORMATION YOU PROVIDE; OR (D) ANY MATERIALS, TOOLS, OR ADVICE NOT PREPARED BY COALITION SECURITY. COALITION SECURITY, COALITION, AND THEIR AFFILIATES AND THIRD-PARTY LICENSORS, PROVIDERS, AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OR DAMAGE TO DATA, RELATING TO THE ADVISORY SERVICES, EVEN IF WE WERE ADVISED OF THE POSSIBILITY.

11.2 Limitation on Damages. 

BECAUSE THE ADVISORY SERVICES ARE FREE, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM RELATING TO THE ADVISORY SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW (SUCH AS FOR FRAUD OR GROSS NEGLIGENCE). SOME JURISDICTIONS DO NOT ALLOW EXCLUDING CERTAIN WARRANTIES OR LIMITING CONSEQUENTIAL OR INCIDENTAL DAMAGES; THERE, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Third Party Beneficiaries

ALL LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT ALSO APPLY TO COALITION AND COALITION SECURITY’S AFFILIATES, ADVISORS, AND THIRD-PARTY LICENSORS, PROVIDERS, AND SUPPLIERS AS THIRD-PARTY BENEFICIARIES, each of which may enforce these terms independently from Coalition Security.

13. Entire Agreement; No Reliance

This Agreement is the entire agreement between you and us about the Advisory Services and replaces any earlier or contemporaneous discussions about them. These Terms of Service add to, and do not replace, other applicable agreements between you and Coalition. In accepting these Terms of Service and receiving the Advisory Services, you confirm you have not relied on any statement, warranty, representation, or promise that is not written in this Agreement (including any statement about the results you may achieve or any future features or services).

14. Changes; Electronic Acceptance; Governing Law

14.1 Changes to Services. Coalition Security may change, suspend, or discontinue the Advisory Services or these Terms of Service at any time, in whole or in part, without liability.

14.2 Electronic Acceptance. Your electronic acceptance of these Terms of Service (including by clicking or checking a box, or by an authorized representative confirming acceptance) is valid and binding to the same extent as a handwritten signature under the U.S. ESIGN Act, the Uniform Electronic Transactions Act (UETA), and similar laws.

14.3 Governing Law. These Terms of Service are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Any dispute about the Services or these Terms will be heard exclusively in the courts located in New Castle County, Delaware. Coalition Security may assign its rights and duties under these Terms of Service to any party at any time without notice to you. You may not assign your rights or duties without our written consent. These Terms of Service do not give any third party (other than Coalition’s licensors, successors, or assigns) any remedy, claim, or right of reimbursement.

15. Compliance with Law; Response to Legal Process

You agree not to use, or let others use, the Advisory Services in violation of any law or regulation. Coalition Security may provide information about you and your receipt of the Advisory Services to third parties when required or permitted by law (such as in response to a subpoena or court order), and may cooperate with law enforcement in investigations, as allowed by law.