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Terms of Service

Last updated: May 14, 2020

These Terms of Service ("Terms") govern your access to and use of the applications (online or mobile) and websites (the “Platform”) on which these Terms appear, including all products and services provided therein (together with the Platform, the "Services") by Coalition, Inc. ("Coalition", "we", "us", or "our"). By using the Services, you agree to be bound by the latest amended versions of these Terms and Coalition's Privacy & Security Policy (see "Modifications" below).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COALITION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Section 1: Accepting the Terms

By using the information, tools, features, and functionality of the Services, including through any Coalition application programming interfaces (“APIs”), or through any software or other websites that interface with the Services or its APIs, you agree to be bound by these Terms. References to "you" or "your" in these Terms means you, your duly authorized representatives, and any entity you may represent in connection with your use of the Services. Any reference made in these Terms to "Coalition" shall be deemed to have been made to Coalition, Inc., its subsidiaries, successors, assignees, and affiliates, as well as any company that controls Coalition, directly or indirectly, and any other subsidiary of that controlling company. Coalition's family includes Coalition Insurance Solutions, Inc., a California resident insurance agency that is licensed and appointed to represent Coalition in each U.S. state in which Coalition insurance is sold; Coalition Insurance Solutions Canada Inc., a British Columbia resident insurance broker; Coalition Incident Response, Inc.; and BinaryEdge AG.

By accessing or using our Services, you confirm that:

  • you can form a binding contract with us; and

  • you have reached the age of majority in your jurisdiction of residence, as the Services are not intended for minors.

If it comes to our attention through reliable means that a registered user is under the age of majority in their jurisdiction of residence, we will cancel that user's account and/or access to the Services. If you are using the Services on behalf of a corporation (or any legal entity other than using it personally), you represent that you are authorized to enter into an agreement on behalf of that legal entity, and are nevertheless individually bound by these Terms even if we have a separate agreement with such corporation.

DO NOT RELY on our Services, including our Platform, for your financial decisions. The content provided within the Services, including the Platform, and other content is for convenience and information purposes only. Nothing therein should be construed as rendering tax, legal, investment, or accounting advice. The posting of any prospectus or any other information is not a recommendation or opinion for you to buy or sell any product or participate in any transaction.

Section 2: Copyrights

All content included within the App, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, as well as the compilation of that content into one, coherent website, is the property of Coalition and protected by United States and international copyright laws. Reproduction of the content of the Services without the written permission of Coalition is prohibited.

Section 3: Trademarks and Servicemarks

All content included within the Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, algorithms, protocols, APIs, and software, as well as the compilation of that content into one, coherent website, is the property of Coalition and protected by United States and international copyright laws. Reproduction of the content of the Services without the written permission of Coalition is prohibited.

Section 4: License to Access the Services

Subject to these Terms and our policies (including policies made available to you within the Services), we grant you a limited, non-transferable, non-exclusive, and freely revocable permission to access and use our Services.

Using our Services does not confer upon you any ownership interest in any aspect of the Platform or any intellectual property rights in our Services or the content you access (other than your User Content, as defined below), which shall remain with us and our respective licensors. Any unauthorized use is in violation of these Terms and automatically terminates the permission or license granted by Coalition for your use of the Services and may also violate applicable laws. Coalition reserves all of our rights in respect of such violations, including our rights to pursue any available legal or equitable remedy and seek recovery from you for the expense of so doing.

Section 5: Accounts and Passwords

In order to access some or all of the Services, you will have to create an account. You hereby represent and warrant that the information you provide to Coalition upon registration (including information provided through your linked Google or Facebook account, as applicable, or other 3rd party Linked Accounts, as defined below), and at all other times, will be true, accurate, current, and complete. Your “Account Information” also includes any information you provide to us during the insurance application or claims process. You also hereby represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. All personal information associated with your Account Information or your use of the Services is collected, used, and disclosed in accordance with our Privacy & Security Policy.

If you are issued an account, you are responsible for maintaining the confidentiality of your account user ID and password, and you agree to accept responsibility for all activities that occur under your account user ID or password. Unauthorized access or use of such portions of the Services that require an account user ID and password is prohibited. You agree that you will notify Coalition immediately if you believe that a 3rd party has obtained your user ID or password, or if you believe that any unauthorized access or use may occur or has occurred by contacting our Support team, available at [email protected] Coalition reserves the right to, under our sole discretion, refuse service, suspend or terminate accounts, or otherwise restrict access to the Services.

Section 6: Fees

In order to purchase an insurance policy through the Services, you may be required to provide Coalition with information regarding your bank account, credit card, or other payment instrument. You represent and warrant to Coalition that such information is true and that you are authorized to use the payment instrument. You will promptly update your Account Information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Coalition the insurance premium amount for the insurance policy you have selected in accordance with the terms of such policy and these Terms. You hereby authorize Coalition to bill your payment instrument in advance on a periodic basis in accordance with the terms of the insurance policy you have purchased. If you dispute any charges you must let Coalition know within sixty (60) days after the date that Coalition charges you. You shall be responsible for all taxes associated with the Services other than U.S. and Canadian taxes based on Coalition's net income.

When you access the Platform through a mobile network, your network or roaming provider's messaging, data, and other rates and fees will apply and you will be responsible for all such charges. Downloading, installing, or using the Platform may be prohibited or restricted by your network provider and the Platform may not work with your network provider or device.

Section 7: Parties & Third Party Beneficiaries

These Terms are between you and Coalition only. Coalition is solely responsible for the Platform, including all Services provided via the Platform. If you download a mobile version of the Platform via the App Store or Google Play, Apple Inc. or Google, Inc., respectively, shall be a third party beneficiary to these Terms. However, these third party beneficiaries are not a party to these Terms. You acknowledge and agree that your access to the Platform using these devices also shall be subject to the usage terms set forth in the applicable third party beneficiary’s terms of service. You will comply with all applicable restrictions, requirements, and rules that govern applications downloaded through the application store through which you obtained the Platform (for example, the App Store or Google Play). You acknowledge that the third party beneficiaries have no obligation whatsoever to furnish any maintenance and support services with respect to the Platform. You further acknowledge and agree that to the extent you have any claim arising from or related to your use of the Platform, in no event will the third party beneficiaries be responsible for any claims relating to the Platform, including but not limited to (a) intellectual property claims; (b) product liability claims; or (c) any claims arising under consumer protection or similar legislation.

Section 8: Open Source Software

Certain software code incorporated into or distributed with the Platform or otherwise with the Services may be licensed by 3rd parties under various “open-source” or “public-source” software licenses (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under these Terms and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.

Section 9: Linked Accounts and Social Networking Sites

Coalition may, now or in the future, allow you to link your account on the Platform to your account(s) on 3rd party services, such as social networking sites ("Linked Accounts"). If you link your account on the Platform to a Linked Account, you are authorizing Coalition to store and use your access credentials to access your Linked Account on your behalf as your agent to integrate your experience with the Platform with content, information, and features available through such Linked Account. This may include importing the contacts, preferences, interests, or "likes" of the Linked Account, and/or pushing updates regarding your use of the Services out to your Linked Accounts. Linking, accessing, or using a 3rd party service through the Platform in this manner may be subject to additional terms established by the applicable 3rd party, and it is your sole responsibility to comply with such 3rd party terms.

Section 10: Insurance Quotes and Coverages

All quotes generated by Coalition are based upon the information you provided and are not a contract, binder, or agreement to extend insurance coverage. Any coverage descriptions provided in our Services are general descriptions of available coverages and are not a statement of contract. To obtain coverage you must submit an application to Coalition whether on Coalition's Platform, or otherwise. All applications are subject to underwriting approval. Coverages and availability may vary by state or province/territory; and additional minimum coverage limits may be available in your state, province, or territory. The scope, limits, exclusions, premiums, and other aspects of the insurance coverages will be subject to the terms and conditions of the actual insurance agreement/policy that may be issued to an insured. Please note that non-admitted insurance products are available only through a licensed surplus lines broker.

Section 11: Policy Assistant

Policy Assistant is Coalition's application process and insurance coverage suggestion engine. The information provided by Coalition's Policy Assistant is not and should not be construed as insurance advice. Coalition is not liable for any inaccurate, missing, or misconstrued information and makes no guarantee as to the quality and precision of the content. Any insurance purchasing conclusions and decisions such as coverage amounts, limits, and retentions are completely and solely the responsibility of the insured. Coalition may at our sole discretion change the Policy Assistant's content and information from time to time. At the time of a claim, coverage will be determined in accordance with the terms and conditions of the insurance policy and not the Policy Assistant. Accordingly, you are encouraged to view and/or download your actual policy documentation prior to making any purchase decision.

Section 12: Underwriting and Web Scan

By utilizing the Services, 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 Internet Protocol addresses (the “IPs”) and the associated computer hardware, network, storage, input/output or electronic control devices, or software installed on such devices (the “Devices”) to which you direct Services to be performed.

You hereby authorize Coalition to perform “Web Scans,” as more fully described below, on any devices and domains specified in Coalition’s underwriting application.

Coalition’s “Web Scans” are conducted to ascertain the compliance of network devices and applications with certain published security standards and to disclose security vulnerabilities that may be present. Security audits may be performed 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 exploitation of a vulnerability and/or minimal extraction of data from the target server may be conducted to support Coalition’s security audit findings, or to illustrate a vulnerability to you. Security 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.

Section 13: Claims Submissions

If you elect to report an insurance claim, the information you submit regarding your insurance policy and the loss is subject to review and verification. Coalition reserves the right to request additional information on behalf of the underwriting entities set out below in Section 32 on any reported insurance claim. A claim representative may be in communication with you regarding your claim. All policy provisions contained in your insurance policy remain in effect. If you have any questions concerning the coverage afforded by your insurance policy, please visit the Coalition Support page of the Platform.

Section 14: User Content

General
The Platform may request that you submit content such as text, photos, audiovisual content, and other media content ("User Content"). By providing User Content to Coalition, you are granting Coalition a license to use the User Content in order to make it available through the Platform.

License Grant By You To Coalition
By uploading content, you are granting Coalition a license to display, perform, and distribute your User Content, and to modify (for technical purposes) and reproduce such User Content to enable Coalition to operate the Services. You agree that these rights and licenses are royalty free, worldwide, and irrevocable, and include a right for Coalition to make such User Content available to, and pass these rights along to, others with whom Coalition has contractual relationships related to the provision of the Coalition Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose your User Content to 3rd parties if Coalition determines such access is necessary to comply with its legal obligations. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish User Content you submit and to further grant the rights and licenses to Coalition as provided herein.

Submitted Ideas Policy
When you submit any ideas, suggestions, documents, and/or proposals relating to the Services (or other products or services) to Coalition through the "Contact Us", User Forum, or Support interfaces or through any other channel or mechanism (collectively, "Contributions"), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Coalition is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Coalition shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) Coalition may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of Coalition without any obligation of Coalition to you; and (vi) you are not entitled to any accounting, compensation, or reimbursement of any kind from Coalition under any circumstances.

Section 15: Unauthorized Use

Do not misuse our Services. You agree not to use the Services or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will: (i) review and comply with these Terms and the Privacy & Security Policy; (ii) comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, regulatory requirements, and international sanctions, including by the US Office of Foreign Assets Control (OFAC), the Canadian federal government, Her Majesty’s Treasury (HMT), the European Union (EU), the United Nations (UN), etc.; (iii) provide accurate information to us and update it as necessary; and (iv) act honestly and in good faith. You also agree to immediately notify us if you learn of a security breach or other illegal activity in connection with the Platform.

By using the Services you agree NOT to: (i) create an account for anyone other than a natural person (unless you are a company, organization, legal entity, or a brand and represent that company, organization, legal entity, or brand); (ii) defame, stalk, bully, abuse, threaten, harass, abuse, intimidate, harm another person, or engage in any other predatory behavior, including without limitation, sending unwelcomed communications to others, or incite others to commit violent acts; (iii) use or attempt to use another's account or create a false identity; (iv) duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found in the Services, except as permitted in these Terms, or as expressly authorized by us; (v) reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof; (vi) utilize or copy information, content, or any data you view on or obtain from the Services to provide any service that is competitive, in our sole discretion, with the Services; (vii) adapt, modify, or create derivative works based on the Services or technology underlying the Services, in whole or part; (viii) rent, lease, loan, trade, or sell/re-sell any information in the Services, in whole or part; (ix) use the communication systems provided by the Services for any commercial solicitation purposes, including to send unsolicited or unauthorized advertisements, spam, or chain letters; (x) sell, sponsor, or otherwise monetize any service or functionality in the Services, without our express written consent; (xi) remove any copyright, trademark, or other proprietary rights notices contained in or on the Services (whether ours or our licensors'); (xii) remove, cover, or otherwise obscure any form of advertisement included on the Services; (xiii) collect, harvest, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from the Services (excluding your User Content, and except if the owner of such information has expressly permitted the same); (xiv) share other users' or 3rd party's information or their User Content without their express consent; (xv) infringe or use our brand, logos, or trademarks in any business name, email, or URL except as expressly permitted by us; (xvi) use or launch any manual or automated system or software, devices, scripts robots, other means, or processes to access, "scrape", "crawl", "cache", or "spider" any web page or other service contained in our Services, or to access the Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (xvii) use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other similar activities through the Services; (xviii) access, via automated or manual means or processes, the Services for purposes of monitoring its availability, performance, or functionality for any competitive purpose; (xix) engage in "framing", "mirroring", or otherwise simulating the appearance or function of the website; (xx) attempt to or actually access the Services by any means other than through the interfaces provided by us. This prohibition includes accessing or attempting to access the Services using any 3rd party service, including software-as-a-service platforms that aggregate access to multiple services; (xxii) engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Services' infrastructure, including, but not limited to, sending unsolicited communications to other users or our personnel, attempting to gain unauthorized access to the Services, or transmitting or activating computer viruses, Trojan horses, worms, time bombs, or any other harmful or deleterious software programs through or on the Services; and/or (xxiii) interfere, disrupt, or game the Services, including, but not limited to any servers or networks connected to the Services, or the underlying software.

Section 16: Investigation

We will investigate any violations of these Terms and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in any such violations. You acknowledge and agree that Coalition can take any technical, legal, and other actions that we deem, in our sole discretion, necessary and appropriate, without notice to you, in order to prevent or remediate any violations and to enforce these Terms.

In particular, Coalition reserves the right to investigate you, your business, and/or your owner(s), officers, directors, managers, and other principals, your sites, and the materials comprising the sites at any time and as reasonably necessary to provide our Services to you. These investigations will be conducted solely for Coalition’s benefit, and not for your benefit or that of any 3rd party. If the investigation reveals any information, act, or omission, which in Coalition’s sole opinion, constitutes a violation of any local, state/provincial/territorial, federal, or foreign law or regulation, these Terms, or is otherwise deemed to harm the Services, Coalition may immediately shut down your access to the Services. You agree to waive any cause of action or claim you may have against Coalition for such action.

Section 17: Disclosure

We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including investigation of potential violations of it; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) cooperate with law enforcement authorities; (v) respond to user support requests; or (vi) protect our, our users', or the public's rights, property, or safety.

Section 18: Indemnity & Release

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates, and our and their respective owners, officers, directors, employees, agents, representatives, successors, assigns, and/or licensors, from and against any and all claims, actions, demands, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s and accounting fees) arising from: (i) your use of the Services, including without limitation, your User Content and Contributions; (ii) your violation of these Terms; and (iii) your violation of any 3rd party right, including without limitation any copyright, property, publicity, or privacy right; including all actions taken under your account. This defense, hold harmless and indemnification obligation will survive any termination of these Terms and your use of the Services. We will provide notice to you promptly of any such claim, suit, or proceeding and may choose in our sole discretion to assist you, at your expense, in defending any such claim, suit, or proceeding.

To the maximum extent permitted by applicable law, you agree to release and discharge Coalition and any other third party that may from time to time participate in the Platform (whether as a participant or in an administrative, operational, or other capacity), and our, and each of their respective owners, officers, directors, employees, agents, representatives, successors, assigns, and/or licensors, from any loss, liability, claim, demand, damage or expense asserted by any person or entity relating in any way to your use of the Platform or Services.

Section 19: Disclaimer of Warranties and Limitation of Liability

To the maximum extent permitted by applicable law, the Service is available "As Is." YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY PRODUCTS OR SERVICES ARE ALL AT YOUR SOLE RISK. THE SERVICE IS PROVIDED AND PRODUCTS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COALITION EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (b) COALITION DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COALITION OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COALITION WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF COALITION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY 3RD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL COALITION'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COALITION IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED U.S. DOLLARS (USD 100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Section 20: Termination

Coalition’s policy is to investigate violations of these Terms and terminate repeat infringers. You agree that Coalition may, under certain circumstances and without prior notice, immediately terminate your Coalition account, any associated email address, and access to the Platform and associated Services. Cause for such termination shall include, but not be limited to: (a) breaches or violations of the Terms or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Services (or any part thereof); (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) you have engaged or are reasonably suspected to be engaged in fraudulent or illegal activities; (h) having provided false information as part of your account; (i) having failed to keep your account complete, true, and accurate; (j) any use of the Services deemed at Coalition’s sole discretion to be prohibited; (k) use of fraudulent payment methods; and/or (l) nonpayment of any fees owed by you in connection with the Platform and associated Services. Further, you agree that all terminations for cause shall be made in Coalition’s sole discretion and that Coalition shall not be liable to you or any 3rd party for any termination of your account, access to the Service, or any disruption to your services such a termination may cause. You expressly agree that in the case of a termination for cause you will not have any opportunity to cure. You further acknowledge and agree that notwithstanding any termination, your obligations to Coalition set forth in Sections 2, 3, 4, 15, 16, 17, 18, 19, 24, 26, 27, and 28 shall survive such termination.

Section 21: Modifications

Modifications to the Platform or Services
We are constantly changing and improving our Platform or Services. We may add or remove functionalities or features, and we may suspend or stop all or part of the Platform or Services altogether. You can stop using our Services or cancel your account at any time. Coalition may also stop providing Services to you, or add or create new limits to our Services at any time.

Software Updates
By downloading, installing, starting or using the Platform, you agree to receive automatic software updates, including any files that are automatically delivered to you by Coalition (via online transmission, through a third party distributor, or otherwise) to patch, update, or otherwise modify the Platform.

Modifications to the Terms of Service
We reserve the right, at our discretion, to modify these Terms from time to time, which modification will be effective upon the posting of the modification to our Platform, and will apply to causes of action arising after the effective date of the change. When we modify these Terms, we will revise the “Last updated” date at the top of the Terms. You should continue to check the Platform for changes. Your continued use of our Platform or otherwise the Services following the posting of changes to these Terms will mean that you accept those changes.

Section 22: 3rd Parties' Links, Websites, and Services

The Platform may contain links to 3rd party websites, applications, advertisers, services, special offers, or other events or activities (“3rd Party Service”) that are not owned or controlled by us. These 3rd Services are provided "AS IS" and governed by their own terms of service and privacy policies as set forth by the 3rd parties that provide them. We are not affiliated with those 3rd Party Services, do not endorse them, have no control over them, and assume no responsibility and/or liability for the content, privacy policies, or practices of any 3rd Party Service. In addition, we will not and cannot censor or edit the content of any 3rd Party Service.

If you access any 3rd Party Service from our Platform, you do so at your own risk. By using the Services, you expressly release us (and our owners, directors, officers, employees, agents, affiliates, successors, assigns, and/or licensors) from any and all liability arising from your use of any 3rd Party Service. Accordingly, we encourage you to be aware when you have left our Platform and to read the terms and conditions and privacy policy of each 3rd Party Service that you visit.

Section 23: Publicity

By agreeing to these Terms, you agree that Coalition shall be permitted to identify you as a customer, to use your website's name in connection with proposals to prospective customers, to hyperlink to your website's homepage, to display your logo on the Coalition Platform, and to otherwise refer to you in print or electronic form for marketing or reference purposes. You may contact us at [email protected] to request references, logos, or hyperlinks to your website be removed. We will comply with such requests in our reasonable discretion.

Section 24: Relationship & Assignment

You acknowledge and agree that no agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by these Terms or by your use of the Platform and/or the Services.

Coalition reserves the right, in our sole and absolute discretion, to transfer, assign, sublicense, or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, successor, or to any 3rd party whatsoever, without notifying you or receiving your consent. You shall not, by operation of law or otherwise, transfer, assign, delegate, sublicense, nor pledge in any manner whatsoever, any of your rights or obligations under these Terms.

Section 25: Entire Agreement, Waiver and Severability of Terms

We reserve the right to discontinue or modify any aspect of the Services at any time. These Terms, together with the Privacy & Security Policy, and any other legal notices published by us on the Services, shall constitute the entire agreement between us concerning the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements that may conflict with or purport to modify any aspect of these Terms. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Section 26: Governing Law and Jurisdiction

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

Section 27: Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. 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), our 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.

b. 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.

c. 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 [email protected]. 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 to Coalition should be sent to Coalition, Inc., 1160 Battery St., Ste 350, San Francisco, CA 94111, 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. 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.

d. 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.

e. Costs 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.

f. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless subsection (b) above is deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms will continue to apply.

h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Coalition agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Coalition written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Section 28: Electronic Communication

By using the Services, you agree to have all records, including the insurance policy, provided to you in electronic form. This consent, unless withdrawn, applies to all transactions between you and Coalition. However, you have the right to receive communications from us, including the insurance policy, in paper form if you wish by withdrawing this consent. If you withdraw the consent to provide you with records in electronic form, you will then be provided with records in paper form. To withdraw your consent, you must email us at [email protected] with the following subject line: “WITHDRAW ELECTRONIC CONSENT.” The body of the email must include your name, policy number, effective and expiration dates of the policy, the effective date of your withdrawal, and whether you want (a) all communications to be in paper form and (b) your insurance policy to be sent to you in paper form.

Section 29: Versions

The authoritative version of Coalition's Term of Service is available at: www.coalitioninc.com/legal/terms. While translations of these terms may be provided in multiple languages for your convenience, the English language version hosted at the link above is binding for all users of the Platform, and the Coalition Services.

Section 30: Headings

The headings and captions used in these Terms are inserted for convenience only and will not affect the meaning or interpretation of these Terms.

Section 31: Notice for California Users

Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.

Section 32: Underwriting Entities

The following information is disclosed pursuant to various insurance laws. The insurance products provided subject to these Terms are underwritten by the following insurance companies:

Insurance CompanyNAIC Identification NumberPrincipal AddressList of Jurisdictions Where Insurance Company Will Issue PoliciesState of Domicile
North American Capacity Insurance Company
25038
1200 Main Street, Suite 800 Kansas City, MO 64105
All US states and District of Columbia
New Hampshire
North American Specialty Insurance Company
29874
1200 Main Street, Suite 800 Kansas City, MO 64105
All US states and District of Columbia
New Hampshire
Peleus Insurance Company
34118
8720 Stony Point Parkway, Suite 400 Richmond, VA 23235
All US states and District of Columbia, excl. Virginia
Virginia
Colony Specialty Insurance Company
36927
8720 Stony Point Parkway, Suite 400 Richmond, VA 23235
Virginia
Virginia
Lloyd's of London
N/A
1 Lime St London EC3M 7HA
All US states and District of Columbia
N/A
Westport Insurance Corporation - Canadian Branch
39845
150 King Street West, Suite 2200 Toronto, Ontario, Canada M5H 1J9
All Canadian provinces and territories
Missouri

Section 33: How to Contact Us

The Services are controlled and operated by Coalition, Inc. located at:

Coalition, Inc.
1160 Battery St., Ste 350
San Francisco, CA 94111

Coalition’s products are offered with the financial security of Swiss Re Corporate Solutions* (A.M. Best A+ rating), Lloyd’s of London (A.M. Best A rating), and Argo Pro US** (A.M. Best A- rating).
WHAT WE DO
© 2020 Coalition, Inc. | Licensed in all 50 states and D.C. | CA License # 0L76155
*Insurance products may be underwritten by North American Capacity Insurance Company, North American Specialty Insurance Company, or an affiliated company, which are members of Swiss Re Corporate Solutions. **Insurance products may be underwritten by Peleus Insurance Company, Colony Specialty Insurance Company, or an affiliated company, which are members of Argo Group US, Inc.