PLEASE READ THEM CAREFULLY

This Agreement is entered into between you as our customer (“you,” “your,” “Company”) and Coalition, Inc. or its subsidiaries and affiliates, (collectively, “Coalition,” “we,” “our”) and includes these Terms of Service, our Website Terms of Use, as well as our Privacy policies (collectively, “Agreement”). By accepting this Agreement, you agree to comply with its terms and the specific terms of the service plan to access Coalition Control (the “Platform”) that you selected (including the plan’s duration and applicable fee). Your acceptance of this Agreement occurs by and upon the earliest of: (a) your acceptance of the Agreement when submitting your order; or (b) your acceptance of the Agreement electronically when signing-up for an account in the course of accessing the Platform.

The following terms apply to all Services (as defined below):

1. Services and Definitions. The term “Services” shall mean any Coalition Control services, including use of the Platform, access to Content and account administration services delivered by Coalition and the “Value Added Add-On Services” which may be made available to you for a separate charge or included with your plan as set forth in Attachment A hereto. If a “Value Added Add-on Service” is included with a paid plan, and you cancel your paid plan, then you will no longer be entitled to receive the Value Added Add-on Service that had been so included and Coalition can stop to provide the Value Added Add-on Service, including without limitation deleting any data or software associated with the Value Added Add-on Service. The Service includes all Software (as defined in this Agreement), Content, User Information, and related services (including functionality that enables the delivery of Coalition messages to your internet browser or email system), Coalition Web Sites and such other Coalition products or services as you may subscribe to or purchase from Coalition. The Service shall also include any software or hardware that we provide you in connection with the Service to which you have subscribed or purchased 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 on the Service 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. “Coalition Web Site(s)” mean the sites located at coalitioninc.com which are comprised of various web pages, tools, information, software, Content, and featured produced and/or operated by Coalition. “Bundled Service(s)” means a combination or “bundle” of a Coalition Control plan with one or more of other eligible Coalition products, including but not limited to Coalition Insurance Product(s) and Value Added Add-on Services. “Coalition Insurance Product(s)” means any insurance product that is offered by Coalition and may be described in the Services, 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.  

a. Active Protection Plus Services

i. Use of Services. The Services are available to all Users who have enrolled in Active Protection Plus by paying the requisite fee. To use the Services, you must have signed-up for a Business level account on Coalition Control™ (the Platform) at https://control.coalitioninc.com/.

ii. The Services include:  1. Access to Fast Lane Security Helpline to obtain fast service when you need it with response estimated within one business day, including when your business is hacked or being targeted by a cyber threat actor;

2. Monthly Calls with a Cyber Security Advisor during which you can participate in one (1) 30-minute call while enrolled in the Services to learn about security best practices, walk through a cyber security checklist, engage in a risk assessment consultation related to your organization’s attack surface security profile, and tools to assess risks that vendors pose to your company’s IT systems;

3. Assess the cyber risk of up to twenty-five (25) vendors with the Platform

4. If your company is seeking to renew its cyber insurance, Coalition security engineers will provide you a pre-renewal review and guidance for ways to enhance your company’s security profile to facilitate the policy renewal process;

5. Participate in Cyber Response Training which includes an annual review of your organizations incident response plan, training materials for your IT/Security personnel and access to templates for conducting Table-Top exercises;

6. Access to Security Remediation Library, including videos and PDF guides to assist your internal IT/Security personnel.

iii. The Services do not include: (a) live or physical (on-site) assistance with your company’s IT systems or network, including hardware/software installation; (b) assistance with network or internet services issues or coverage unrelated to cybersecurity or cyber risk mitigation; (c) facilitating or activating hardware or software updates, including updates to operating systems, firmware or other software on your behalf; (d) diagnostic support unrelated to your company’s system or network security; (e) modifications of Original Equipment Manufacturer (OEM) software; (f) installation of third-party software or OEM drivers; (g) set-up, support or repair of computers, laptops, printers, peripherals, or home or wireless routers, modems or networks; (h) data migration from any equipment or device to any other equipment or device; (i) assistance with specialized equipment or devices related to medical care; (j) research, quality assurance or industry certification services; (k) vendor support or selection; (l) live or physical (onsite) facilitation or participation in table-top exercises; (m) simulation of a cyber attack; (n) penetration testing; (o) phishing tests; (p) cyber ransomware negotiation; (q) breach coach or legal services; (r) provision of cyber insurance; (s) an exhaustive list of all possible security issues and (t) an exhaustive list of all possible security issue remediation approaches.

iv. Change of Services. Coalition may change, modify, add, remove, update, suspend or discontinue the Services, fees, charges, response times, and these Terms at its sole discretion at any time, including the availability of any functionality, feature or content. Coalition may also impose new limits on certain features and response times or restrict your access to parts or all of the Services without notice or liability. For clarity, response time is provided as an estimate, subject to change, based on when Coalition receives the support request and is subject to the volume of support requests Coalition is then currently receiving through the proper communication channel.

v. Fee for Services. To obtain the Services, you can choose to pay a monthly or annual fee which will provide you access to the Services and the Platform for the payment term. Fee for Services is based upon your company’s revenue size. Company revenue is broken into three (3) specific bands (see Table below) in which either a month-to-month or annual price is available. YOU DO NOT NEED TO PURCHASE AN INSURANCE POLICY TO PURCHASE THE SERVICES.

vi. Payment Processor. Coalition uses Chargebee, a third-party payment processor (the “Payment Processor”) to bill your credit card. All payments processed in connection with the Services will be subject to the terms, conditions, and privacy policies of the Payment Processor which can be found here (https://www.chargebee.com/company/terms/#plans_billing_and_payments). You agree to pay Coalition through the Payment Processor, all charges in accordance with your applicable Service Terms. 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.

vii. Changes to Fees. Coalition reserves the right to increase either the monthly or annual fees required for the Services at any time as we may determine in our sole and absolute discretion. Any price changes to the monthly fee for the Services will take effect on the next monthly billing following written notice to you. Coalition reserves the right to increase pricing for the annual fee upon the first day following the 12-month paid term; provided, however, that we provide you written notice of such fee increase or different pricing at least thirty (30) days prior to the applicable renewal term. Subject to applicable law, you accept the new price by continuing to use the Services after the price change takes effect. If during the term of your paid Services the applicable sales tax or any other tax or duty changes, we will adjust the tax-inclusive price for the Services on your next billing date.

viii. Ownership of Services. The Services and any feature or content that is made available through the Services (the “Content”) are the property of Coalition. In connection with the Services, Coalition grants you a limited, non-exclusive, non-transferable and freely revocable license to make use of the Services, and a limited, non-exclusive, revocable license to make use of the Content (collectively, “Access”) provided to you as part of the Services. Access shall remain in effect until your paid term ends and/or Access is terminated by you or Coalition.

1. While using the Services, you and your end Users’ will (1) use the Services in compliance with this Agreement and will compel your end users to do so, (2) prevent and terminate any unauthorized use of, or access to, the Services and Platform, and (3) promptly notify Coalition of any unauthorized use of, or access to, the Services and Platform when you become aware of such unauthorized use. Coalition reserves the right to investigate any potential violation of these Terms.

2. You will not and will not allow your end Users to (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise extract any or all of the source code of the Platform or Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer or distribute any or all of the Platform or Services; or (d) access or use the Platform or Services (i) in violation of these Terms; or (ii) in a manner intended to avoid incurring Fees or to circumvent service-specific usages limits.

3. Your use of the Services does not confer upon you or any User any ownership interest in any aspect of the Platform, Content or Services, which shall remain with Coalition and/or its respective licensors. Any unauthorized use by you or any User in violation of these Terms automatically terminates the limited license granted by Coalition for your use of the Platform, Content and Services. Coalition reserves all its rights in respect of such violations, including its right to pursue any available legal or equitable remedy and seek recovery from you for the expense of so doing. ix. Commercially Reasonable Efforts. Coalition will use commercially reasonable efforts to provide the Services. This means that if Coalition is unable to resolve your issue or provide the covered Service (in accordance with the Scope of Services referenced above) after making commercially reasonable efforts, we have the right and discretion to refuse to take further efforts to do so. Additionally, in some instances, Coalition may have limited information about vendors, cyber threat actors, security features, research, data or other cyber security materials; and it may not have the ability to obtain the proprietary or other information required to resolve your issue. Some cyber security issues that you encounter may be the result of new, unresolved or unprecedented cyber incidents, in which case, we may not be able to fully resolve your issue. In those circumstances, you are still responsible for any fees associated with the Services.

2. Term; Changes to Service

a. Term and Termination. This Agreement shall be effective upon your acceptance of this Agreement, as provided above, and shall continue until you or we terminate this Agreement as permitted herein. If you subscribe to a plan with a minimum term commitment (a “Term Plan”), you agree to maintain your Service or Bundled Service for the duration of that Term Plan, including any renewal Terms, if applicable. Your Term Plan begins on the later of: (i) the date the Services were subscribed to or purchased; or (ii) the date provisioning of your Service is complete, which will be the due date established by Coalition if you are self-installing the Service, or for Bundled Services, your Term Plan once all Bundled Services have been provisioned (the “Service Ready Date”). You will begin receiving any Term Plan or other discount pricing associated with a Bundled Service plan once all Bundled Services have been provisioned. Depending on the plan selected, your Term Plan will either expire at the end of the initial minimum term commitment period or will automatically renew for the same number of months as the initial minimum term commitment period (a “Renewal Term”). If a Term Plan expires, your Service will continue and automatically convert to month-to-month rates that may be higher than Term rates. If you subscribe to a Term Plan that automatically renews, your Term Plan will renew after each initial and renewal Term at the then-current Term rates unless you or we cancel the renewal by contracting the other within the 30-day period before or the 60-day period after the renewal date. When you select a Term Plan, the monthly rates, minimum term periods, renewal terms, early termination fees (as applicable), and other terms of that plan will also apply and become part of this Agreement. In the event you change Service or Bundled Service plans, your monthly rate and term commitment may change (depending on the plan you select); otherwise, the terms of this Agreement will remain in effect unless otherwise provided. To the extent permitted by applicable law, you or Coalition may terminate the Service at any time and for any reason. 

Upon termination for any reason, you will be responsible for payment of all outstanding account balances and charges accrued through the date of termination, and, if such termination is by you, any applicable early termination fee.  If a termination is a result of violation by you of the terms of this Agreement, you may also be liable to pay an early termination fee. We reserve the right, but assume no obligation, to suspend performance immediately if you are more than thirty (30) calendar days overdue in payments or if, in our reasonable judgment, you have violated any provision of this Agreement.  We may, at our sole discretion, refuse to accept your subsequent request for Service following a termination or suspension of your use of the Service. 

b. Changes to Service. We reserve the right to change the Service (or any part thereof), at any time with or without notice to you. If such a change materially and adversely affects your use of the Service, and we cannot reasonably mitigate the impact, then, as your sole and exclusive remedy, you may terminate the Service without further obligation.

c. Changes to Insurance Policy. If you change or discontinue your cyber insurance coverage from Coalition to a different third party provider, we may in our discretion, terminate your Service in a Term Plan or continue to provide Services at the then-current rates, terms and conditions applicable to your new Service plan, and you agree to pay any new or higher monthly fee that may apply to your new Service plan.

d. Move/Down-grade/Up-Grade Plan Change Activities and Associated Fees. You may down-grade or up-grade Service plans or purchase Bundled Services at any time, and your Term Plan will not be altered as a result of such Term Plan change activity. In the event that you up-grade to a Bundled Service plan, a new term commitment (depending on the plan or insurance policy that you select) will apply starting on the effective date of your new Bundled Service plan or insurance policy and additional charges may apply, subject to the terms and conditions for the new Service plan.

3. Prices/Billing. For any Service or Bundled Service, we will give you at least thirty (30) calendar days prior notice of a price increase in the manner set forth in Section 8 below or by email to your email address on file with us. A price change shall not apply to a Term Plan until the next renewal date following the notice of the price change. Your continued use of the Service or the Bundled Service after a price change is effective constitutes your acceptance of the price change. If you change your Service or Bundled Service or your Term Plan, you agree to pay the applicable monthly fee that may apply to your new Term Plan. You agree to pay the applicable monthly fee that may apply to your new Term Plan. You also agree to pay all charges associated with the Term Plan selected, including but not limited to (a) applicable taxes, (b) surcharges, (c) early termination fees, and (d) other non-recurring charges. Notwithstanding the pricing guarantee set forth above, the taxes, fees and other charges detailed in this section (a) through (c) may vary on a monthly basis; any variation will be reflected in your overall monthly charge. The amounts and what is included in such charges or fees applied to your billing account for any reason, including but not limited to interest and charges due to insufficient credit or funds. When you access the Services or web sites through a mobile network, your network or roaming provider's messaging, data, and other rates and fees may apply and you will be responsible for all such charges. Downloading, installing, or using certain Services may be prohibited or restricted by your network provider and may not work with your network provider or device. You are solely responsible for all charges or fees payable to Coalition and third parties, including all applicable taxes, and you are solely responsible for protecting the security of credit card and other personal information provided to third parties in connection with such transactions. Monthly Service recurring charges may be billed one month in advance, depending on Term Plan. Billing for Service(s) will automatically begin on the Service Ready Date unless you are notified otherwise by Coalition. We may, at our election, waive any fees or charges. You will begin receiving any discount associated with a Bundled Service plan once all Bundled Services have been provisioned. Coalition or its agent will bill you directly, or bill your credit or debit card, as you request and as approved by Coalition. IF YOU ELECT TO BE BILLED FOR YOUR SERVICE ON YOUR CREDIT CARD OR DEBIT CARD, COALITION WILL CONTINUE TO BILL THE CARD UNTIL YOU TELL US TO CANCEL SUCH BILLING, AND YOU ALSO AGREE THAT COALITION MAY RECEIVE UPDATED CARD INFORMATION FROM YOUR CARD ISSUER.

If you cancel any component of a Bundled Services plan, the monthly charges for the remaining Services on your account will automatically convert to the applicable existing, non-discounted month-to-month service rate. Eligibility for promotional offers may be contingent upon payment of all outstanding Coalition charges, including Insurance Policy Premiums.

You agree to pay your bill electronically each month and to promptly update your email address with Coalition if it changes. Each month you will receive an email notifying you that your bill is available online for viewing . If your electronic payment is rejected for any reason, Coalition may charge a return item fee (where permissible), cancel your subscription or enrollment in the Term Plan.

4. Payment; Late Fees and Consent Regarding Credit. Coalition will invoice you monthly or on a prepaid basis, as agreed. Payment to Coalition is due upon receipt of invoice and shall be made in U.S. currency. A payment received thirty (30) calendar days or more after the invoice due date is considered past due. Coalition may assign unpaid delinquent charges to a collection agency for action. In the event that Coalition utilizes a collection agency or takes legal action to recover monies past due, you agree to reimburse Coalition for all expenses incurred to recover such monies (including attorney's fees). If you fail to pay your bill, we may submit a negative credit report to credit reporting agencies which may negatively affect your credit report. You may be given the option to select a prepaid service plan ("Prepaid Service Plan") which will begin on the later of (a) the date of your subscription or enrollment, or (b) the date you change to the Prepaid Service Plan. There will be no refunds for Prepaid Service Plans. At the end of any Prepaid Service Plan, you may be given the option to select a new Prepaid Service Plan.

5. Renewal and Cancellation. Renewal or Cancellation. Upon expiration or cancellation of the Term Plan, we may continue to provide you with Service on a month-to-month basis, at our then-current monthly price. You may contact us to subscribe or enroll in another available Term Plan at then-current Term rates. If you subscribe to an automatic renewal Term Plan, your Term Plan will automatically renew at the end of the initial Term and at the end of each successive renewal Term, at the then-current Term rates, unless you contact us to cancel within 30 days before or 60 days after the renewal date.

6. 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 SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE BASIS.

IN ADDITION, COALITION AND/OR ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, AS APPLICABLE, DOES NOT GUARANTEE THAT SERVICE CAN BE PROVISIONED TO YOUR LOCATION, OR THAT PROVISIONING WILL OCCUR ACCORDING TO A SPECIFIED SCHEDULE. THE PROVISIONING AND PERFORMANCE (SPEED) OF THE SERVICE IS 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 YOUR SERVICE IS NOT PROVISIONED FOR ANY REASON, NEITHER YOU NOR COALITION SHALL HAVE ANY DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT. COALITION DOES NOT WARRANT THAT THE SERVICE OR PRODUCTS 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 SERVICE OR PRODUCT WILL NOT BE NEGATIVELY AFFECTED BY NETWORK-RELATED ACTIVITIES INCLUDING BUT NOT LIMITED TO MODIFICATIONS, UPGRADES, MONITORING, SCANNING OR SIMILAR ACTIVITIES.

7. Your Responsibilities; Service Levels; Limitations on Use: 

a. Your Responsibilities. You represent that you are eighteen (18) years of age or older, that you have the power and the legal authority to enter into this Agreement, and that the information you supply to us is correct and complete. You acknowledge and agree that you are solely responsible for all use of the Service and the manner in which the Service is used by you or anyone who uses the Service with or without your permission. If you use a wireless router or similar device, you are responsible for securing your wireless network and for any use of the Service via your wireless network by you, your guests or any other third parties. Any use of your Service by you, your guests or other third parties that violates the terms of this Agreement, shall be considered a breach by you and you agree to indemnify and hold harmless Coalition from any losses, damages, or costs resulting from any third-party claim or allegation arising out of or relating to any third party use of your service.  You may not resell or rent the Service that you have subscribed or enrolled in to any third parties or allow third parties to use the Service via wired, wireless or other means for any commercial purpose.

b. Use of the Service 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 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 Service(s). 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 Service and our web site(s) is solely at your own risk and is subject to all applicable local, state, national and international laws and regulations. YOU AGREE THAT NEITHER COALITION, NOR ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS ARE RESPONSIBLE FOR THE LOSS OF YOUR OR ANY THIRD PARTY DATA OR FOR THE BACK-UP OR RESTORATION OF 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 ON COALITION’S OR ANY THIRD PARTY'S SERVERS.

c. Coalition Data Management and Service Level Performance. We reserve the right to (i) use, copy, display, store, transmit and reformat data transmitted over our network 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 or any Coalition server. We do not guarantee the protection of your content or data located on our Platform or servers (or other networks) 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 Service or the web site tools, you (i) represent that such information is not confidential, secret or proprietary information belonging to someone else; and (ii) warrant that no other party has rights to the information and you represent that when you transmit, upload or download, post or submit any content, images or data does not violate the copyright or trademark laws or any other third party rights.

d. 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 Service 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 our Service and to protect others and ourselves.

e. Platform Access from Outside the U.S.. 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. f. 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.

8. Notices and Consent.

a. Notices Regarding the Service. You understand and agree that from time to time we may send you information relating to the Service (including but not limited to password information), via electronic mail over the Internet to you’re the 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.

b. 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 Service 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 to the updated Terms of Service to the Website or Platform. Increases to the monthly price of your Services (as applicable) shall be effective thirty (30) days after the date we provide notice of the change. By continuing to use any of the Service 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 revision(s), you must terminate your Service immediately and such termination may be subject to any applicable early termination fees.

9. Indemnification. You agree to indemnify us and hold us harmless for any damages, costs, liabilities and attorneys' fees we incur from any claim arising from your use of the Services or Platform, or the use of your Service or Platform by others, including without limitation, violation of the copyrights, trademarks or other intellectual property rights of others, Bundled Services, Value Added Add-on Services, or your combination of the Services with other products or services not provided by us, any modification of the Services, or any breach of this Agreement by you. In such event, you agree to conduct the defense and have 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. The indemnifying party 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 the indemnified party. THE PARTIES DISCLAIM ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THE TERMS OF THIS SECTION.

10. Compliance with Laws.  

a. Generally. You agree not to use, or permit others to use, the Service 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 or 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 Service or Platform, if applicable.

b. Termination or Suspension. We reserve the right to suspend or terminate the Service (or any portion thereof) with or without notice if your use of the Service or Platform, in our sole judgment, violates this Agreement or otherwise adversely affects or threatens any Coalition Service, Platform or network, customer or employee.

c. Providing Information about You in Response to Legal Process. We reserve the right to provide information about your account and your use of the Service 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 on the Platform, providing copies of Web Scans and producing any other information in compliance with applicable law. In addition, Coalition is required subject to the extent and limitations set out by 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.

11. Software Provided.

a. Limited License. In relation to the Services,Coalition may provide to you, at no cost or for a fee, 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 Service and Platform. You may use the Software in object code form only, only as part of or for use with the Service or Platform provided in connection with this Agreement and for no other purpose. Your use of the Software is governed by the terms of this limited license.

b. 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.

c. Term of License. Your license to use the Software shall remain in full force and effect during the initial term and any renewal terms, unless and until it is terminated by Coalition, its third party licensors, providers or suppliers, or until this Agreement expires or is terminated. d. Technical Assistance. Coalition provides limited technical assistance and directions solely for users of Coalition Insurance Products and for Coalition Control paid plan users, in accordance with the policy or terms applicable to a specific plan Services, 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 Web Site(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. e. Third Party Sites. Any web sites linked to or from the Service or Platform, that is not a Coalition Web Site, are 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 Web Site. The inclusion of any linked sites or content from the Service or Platform that is not a Coalition Web Site, including sites or content advertised on the Service, does not imply endorsement of the linked site or content by Coalition. Any dealings that you have on non-Coalition Web Sites with third parties, merchants or advertisers found on the Service or Platform are between you and the third party, merchant or advertiser. f. 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 your Service. 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.

g. All title and intellectual property rights (including without limitation, copyrights, patents, trademarks and trade secrets) in and to the Coalition Platform, Service and Web Sites (including but not limited to, related software, images, photographs, animations, video, audio, music, text, and Content), are owned by Coalition, its subsidiaries, third-party licensors 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.

12. Deletion of Software and Data Upon Termination of Service. If your Service is terminated for any reason prior to the end of the Term Plan, you must immediately stop using any paid Services associated with the Term Plan that you were subscribed to or enrolled in. For the avoidance of doubt, you must cease use of all Software provided and immediately delete such Software from your computer. YOU AGREE THAT IF YOUR SERVICE IS TERMINATED FOR ANY REASON, COALITION HAS THE RIGHT IMMEDIATELY TO DELETE ALL DATA, FILES AND OTHER INFORMATION (INCLUDING EMAILS, ACCOUNT INFORMATION OR OTHER CONTENT) STORED IN OR FOR YOUR ACCOUNT WITHOUT FURTHER NOTICE TO YOU.

13. Web Scans. Users of the Platform may utilize Coalition’s free 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 certain published security standards and to disclose potential 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.

a. Limitation of Reports. The reports generated from the Web Scans are meant to be taken as preliminary and indicative only, and should not be used as a substitute for a comprehensive security audit. They are based on limited information gathered using the methodology described above, and we do not guarantee that these reports will be fully accurate, complete, or suitable for your purposes. Further limitations are set out in paragraph 6 above, titled “No Warranties”.

b. Authorization for Web Scans. By utilizing the Service 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 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 the Web Scans to be performed.

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

a. 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.

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

c. 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.

d. 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 your Service 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.

15. Resolution of Disputes. 

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. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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. 23. Miscellaneous. The terms and conditions of this Agreement supersede all previous agreements, proposals or representations related to the Service. No terms and conditions of any managed services agreement, invoice, or similar document in connection with this Agreement will be effective unless expressly stated otherwise in a writing signed by each of the Parties, and such terms and conditions will be governed by this Agreement. To the extent there exists any conflict between this Agreement and such terms and conditions, this Agreement shall govern, unless such writing includes the section number of this Agreement that the Parties agree no longer govern or is modified for the matter covered thereby. 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 below 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 (e) 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.

PLEASE READ THIS CAREFULLY

The following terms and conditions apply to the specific Term Plans and Value Added Add-On Services described more fully below and are in addition to those set forth in the Agreement. These terms are referenced in the Agreement and to the extent that there is any conflict between the terms of the Agreement or those terms in this Attachment A, the terms of this Attachment A will control. All capitalized terms in this Attachment A will have the same meaning as set forth in the Agreement unless otherwise defined below. 1. Use of Services a. Term Plans. Four (4) term plans, i.e. the Starter, Essential, Advanced, and Enterprise plans, are available to all eligible Users by paying the Term Plan fee, as applicable. Please refer to the pricing page for greater detail on offered Services. To use the Services you must have signed-up for an account on the Platform. THE PURCHASE OF AN INSURANCE POLICY IS REQUIRED TO PURCHASE THE STARTER, ESSENTIAL, AND ADVANCED PLAN SERVICES. b. Value Added Add-On Services. Six (b) Value Added Add-On Services (listed below in romanette i-vi) are available to all eligible Users who have enrolled in the respective Service by paying the Services fee. Please refer to the pricing page for greater detail on offered Services. ONLY ADVANCED AND ENTERPRISE PLAN USERS ARE ELIGIBLE TO PURCHASE ACTIVE PROTECTION PLUS. i. Breach Response Services

ii. Managed Direction and Response (MDR) Services

iii. Managed Services. Users must complete a form request via the pricing page in order to access Managed Services. Coalition will work with our various partners to help identify an available partner to assist you with your request.

iv. Active Protection Plus 1. Eligibility. Users must subscribe to Advanced or Enterprise Plus plans in order to access Action Protection Plus Services. 2. Additional Terms. Please see Section 1a of these Terms for further details. v. Lite Scanning services

vi. Extended Scanning services

vii. Cybersecurity Training Services.

1. Training Services; Use. Coalition uses Wizer, Inc., a third-party platform (the “Training Platform”) to offer cybersecurity training courses (“Training Services”). All courses offered in connection with the Services will be subject to the terms, conditions, and privacy policies of the Training Platform which can be found here (https://www.wizer-training.com/agreement). Moreover, additional documentation, meaning explanatory user materials supplied by Wizer Inc., can be found through Wizer’s website via the aforementioned link. The Training Services are available to all Users who have enrolled in the Training Services by paying the requisite fee, registering an account on the Training Platform, and agreeing to the applicable Training Platform terms. To use the Training Services you must have signed-up for a Business level account on Coalition Control®. Applicable exclusions, limitations and change of Services of Training Services are defined in Section 1(a)(iii) -(iv) of these Terms.

2. Paid Subscription; Fee. Users may purchase Training Services directly from Coalition by paying a subscription fee in advance on an annual basis or some other recurring interval disclosed to you prior to your purchase (a “Paid Subscription”) registering an account on the Training Platform and agreeing to the applicable Training Platform terms. Coalition may change the price for the Paid Subscription, including recurring subscriptions fees, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Training Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by canceling the Paid subscription prior to the price change going into effect. YOU DO NOT NEED TO PURCHASE AN INSURANCE POLICY TO PURCHASE THE SERVICES.

3. Renewal; Cancellation.  Your Paid Subscription purchase will automatically renew at the end of the applicable subscription period, unless otherwise agreed to in writing by the parties or you cancel your Paid Subscription before the end of the then-current subscription period by emailing [email protected]. The Paid Subscription cancellation will take effect at the end of the then-current subscription period. Upon cancellation of the Paid Subscription by you for any reason, no refunds will be provided for any amounts already paid to Coalition. Cancellation of the Paid Subscription terminates your access to the training content but will not terminate your account on the Training Platform. Terminating your account on the Training Platform must be done via the Training Platform website (http://www.wizer-training.com). 

4. Trials. From time to time, we or others on our behalf may offer Training Services trials for a specific period that do not require payment or will be charged at a reduced rate (a “Trial”) from a Paid Subscription, as identified in Subsection 1(b)(vii)(2) above. Coalition may determine User’s eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law. For some Trials, Coalition may require you to provide your payment details to start the Trial. By providing such details you agree that we may automatically begin charging you for the Paid Subscription on the first day following the end of the Trial on a recurring annual basis or another interval that we disclose to you in advance. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE TRIAL BY CONTACTING [email protected]  IF YOU SIGNED UP FOR THE TRAIL THROUGH COALITION. 

5. Payment Processor. Coalition shall use the third-party Payment Processor defined in Section 1(a)(vi) of these Terms on all Training Services purchased prior to August 1, 2024, to bill your credit card. All Training Services purchased on or after, August 1, 2024, will use the third-party Payment Processor, Stripe, to bill your credit card. All payments processed in connection with the Services on or after August 1, 2024 will be subject to the terms, conditions and, and privacy policies of Stripe which can be found here (https://stripe.com/). You agree to pay Coalition through the Payment Processor, all charges in accordance with these Terms. 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.

2. Service Exclusions. The Term Plans and Value Added Ad-On Services do not include: (a) live or physical (on-site) assistance with your company’s IT systems or network, including hardware/software installation; (b) assistance with network or internet services issues or coverage unrelated to cybersecurity or cyber risk mitigation; (c) facilitating or activating hardware or software updates, including updates to operating systems, firmware or other software on your behalf; (d) diagnostic support unrelated to your company’s system or network security; (e) modifications of Original Equipment Manufacturer (OEM) software; (f) installation of third-party software or OEM drivers; (g) set-up, support or repair of computers, laptops, printers, peripherals, or home or wireless routers, modems or networks; (h) data migration from any equipment or device to any other equipment or device; (i) assistance with specialized equipment or devices related to medical care; (j) research, quality assurance or industry certification services; (k) vendor support or selection; (l) live or physical (onsite) facilitation or participation in table-top exercises; (m) simulation of a cyber attack; (n) penetration testing; (o) phishing tests; (r) provision of cyber insurance;  (s) an exhaustive list of all possible security issues and (t) an exhaustive list of all possible security issue remediation approaches. 

3. Changes to Fees. Coalition reserves the right to increase pricing for the annual fee upon the first day following the 12-month paid term; provided, however, that we provide you written notice of such fee increase or different pricing at least thirty (30) days prior to the applicable renewal term. Subject to applicable law, you accept the new price by continuing to use the Services after the price change takes effect. If during the term of your paid Services the applicable sales tax or any other tax or duty changes, we will adjust the tax-inclusive price for the Services on your next billing date. 

PLEASE READ THIS CAREFULLY

The following terms and conditions modify the Terms of Service and apply for any Agreement between a company located in Germany and a Coalition Inc. subsidiary organized and existing under the laws of Germany. To the extent no amendments to the terms of the Terms of Service have been made in this Attachment B, the terms of the Terms of Service apply.  All capitalized terms in this Attachment B will have the same meaning as set forth in the Terms of the Agreement unless otherwise defined below. 

The Services are directed exclusively at entrepreneurs (“Unternehmer”) in terms of Section 14 of the German Civil Code (“Bürgerliches Gesetzbuch” –  hereinafter “BGB”). Coalition may therefore demand that you provide Coalition with sufficient evidence of your entrepreneurial status prior to conclusion of an Agreement, e.g. by stating your registration with the commercial register (“Gewerbeanmeldung”) or VAT ID number or other suitable proof. The information required for proof shall be given by you complete and truthful.

1. Change of Services and this Agreement. Sections 1.a.iv (Changes of Services), 8.b (Revisions to Terms of Services) and 2.a (Changes to Service) of the Terms of Service do not apply and are replaced by the following:

Coalition may, at any time, request a change to this Agreement or any Service within a reasonable notice period of at least thirty (30) calendar days in text form providing you with necessary information regarding such change. Upon expiry of the notice period without your objection, the changes will take effect. Coalition will inform you of the consequences resulting from non-objection when requesting the change. If you object to a change requested by Coalition, the previous conditions continue to apply (unchanged). For the avoidance of doubt, Coalition’s right to terminate the Agreement or the provision of a Service in accordance with Section 5 of this Attachment B remains unaffected in case you object to changes requested by Coalition.

2. Changes to Fees. Section 1.a.vii (Changes to Fees) of the Terms of Service does not apply. 

3. Ownership of Services. Section 1.a.viii.3 of the Terms of Service does not apply.

4. Commercially Reasonable Efforts. Section 1.a.ix (Commercially Reasonable Efforts) of the Terms of Service does not apply. 

5. Term and Termination. Sections 2 (Term, Changes to Service), 5 (Renewal and Cancellation) and 10.b (Termination or Suspension) of the Terms of Service do not apply and are replaced by the following:

a. Term and Termination for Convenience. This Agreement becomes effective upon your acceptance of this Agreement, as provided above, and shall continue until all subscriptions and Services granted in accordance with this Agreement have expired or been terminated by you or us as permitted herein. 

You may subscribe to Services provided under this Agreement based on either a monthly subscription or different subscription plans each specifying a minimum term, special rates appliable for such subscription plan and, as applicable, renewal terms, early termination fees or other relevant terms which will become part of this Agreement (a “Term Plan”).

Both, Coalition and you, may terminate any monthly subscription for convenience at any time and for any reason by providing thirty (30) calendar days prior written notice with effect to the end of the respective billing period.

If you subscribe to Services with a minimum period based on a Term Plan, the minimum term and, if applicable, any Renewal Terms set out in the Term Plan apply. The term set out in your Term Plan begins on the later of: (i) the date you subscribe to Services based on a Term Plan; or (ii) the date provisioning of your Service is complete, which will be the due date agreed between the parties if you are self-installing the Service, whereas in case of Bundled Services all Bundled Services must have been provisioned (the “Service Ready Date”). For clarity, you will begin receiving any discount pricing associated with receiving Bundled Services based on a Term Plan once all Bundled Services have been provisioned.  Depending on the Term Plan selected and as set out in the respective Term Plan, your Term Plan will either expire at the end of the initial minimum term or will automatically renew for the same number of months as the initial minimum term (a “Renewal Term”).  

If your Term Plan automatically expires the end of the initial minimum term, we will notify you at least thirty (30) calendar days before such expiry in text form of (i) the respective expiry date; (ii) the fact that we will continue to provide respective Services based on a monthly subscription from the expiry date unless you object to such further provision of Services based on a monthly subscription at any time during such notice period in text form and (iii) of fees applicable for such monthly subscription (which may be higher than fees payable according to a Term Plan). Upon expiry of the notice period without your objection, we will continue to provide respective Services based on a monthly subscription. If you object to such change, the provision of the Services will expire upon the expiry date. If you subscribe to a Term Plan that automatically renews, your Term Plan will renew after each initial and renewal Term at the same conditions or at the then-current conditions subject to Section 16 of this Attachment B. Both, Coalition and you may prevent the renewal of a Term Plan by providing the other with a written notice within thirty (30) calendar days prior to the end of the initial minimum term of such Term Plan. 

You may not terminate Services received based on a Term Plan for convenience prior to expiry of the respective term unless set out otherwise in the respective Term Plan (potentially subject to early termination fees). 

b. Termination for Cause. The right of you or Coalition to terminate this Agreement or any Service provided under this Agreement at any time for good cause (“aus wichtigem Grund”) remains unaffected.  Coalition may, at its sole discretion, suspend the provision of any Service under this Agreement for good cause (“wichtiger Grund”) instead of terminating this Agreement or the provision of a Service. Good cause (“wichtiger Grund”) shall in particular exist for Coalition if (i) you are in default with payment of the monthly or annual fee, as applicable, for more than thirty (30) calendar days; (ii) if you have substantially violated any provision of this Agreement or a policy referenced herein; (iii) your use of the Services materially adversely affects or threatens any Service, the Platform or our other customers or employees; or (iv) if you change or discontinue your cyber insurance coverage from Coalition to a different third party provider.  We may, at our sole discretion, refuse to accept your subsequent request for Service following a termination or suspension of your use of the Service. 

c. Consequences of a Termination. Upon termination for any reason, you will be responsible for payment of all outstanding account balances and charges accrued through the date of termination, and, if applicable, an early termination fee if and to the extent set out in a Term Plan. 

d. Move/Down-grade/Up-Grade Plan Change Activities and Associated Fees.  You may down-grade or up-grade Term Plans at any time. If you up-grade your Term Plan, a new minimum term (depending on the plan you select) will apply starting on the Service Ready Date of your new Term Plan and additional charges may apply, subject to the terms and conditions of the new Term Plan.  

6. Prices/Billing. Section 3 (Prices/Billing) of the Terms of Service does not apply and is replaced by the following:

If you change your Service or Bundled Service or your Term Plan, you agree to pay the monthly fee applicable to your new Term Plan. You also agree to pay all charges associated with the Term Plan selected, including but not limited to (a) applicable taxes, (b) surcharges, (c) if applicable, and agreed early termination fees, and (d) other non-recurring charges as set out in the Term Plan. When you access the Services or web sites through a mobile network, your network or roaming provider’s messaging, data, and other rates and fees may apply and you will be responsible for all such charges. Downloading, installing, or using certain Services may be prohibited or restricted by your network provider and may not work with your network provider or device. You are solely responsible for all charges or fees payable to Coalition and third parties, including all applicable taxes, and you are solely responsible for protecting the security of credit card and other personal information you provide to third parties in connection with such transactions. Monthly Service recurring charges may be billed one month in advance, depending on the respective Term Plan. Billing for Service(s) will automatically begin on the Service Ready Date unless otherwise agreed between you and Coalition.  We may, at our election, waive any fees or charges. You will begin receiving any discount associated with a Bundled Service plan once all Bundled Services have been provisioned. Coalition or its agent will bill you directly, or bill your credit or debit card, as you request and as approved by Coalition.  IF YOU ELECT TO BE BILLED FOR YOUR SERVICE ON YOUR CREDIT CARD OR DEBIT CARD, COALITION WILL CONTINUE TO BILL THE CARD DURING THE TERM OF THIS AGREEMENT UNTIL YOU TELL US TO CANCEL SUCH BILLING, AND YOU ALSO AGREE THAT COALITION MAY RECEIVE UPDATED CARD INFORMATION FROM YOUR CARD ISSUER. 

If you terminate any component of a Bundled Services plan, the monthly charges for the remaining Services on your account will automatically convert to the applicable existing, non-discounted month-to-month service rate unless you terminate the other Services as well. In case of such a termination of a component of a Bundled Service Plan, we will notify you of the (i) date the termination becomes effective (ii) of the fact that we will continue to provide the other Services based on a monthly subscription unless you object to such further provision of Services based on a monthly subscription at any time during such notice period in text form and (iii) of fees applicable for such monthly subscription. Upon expiry of the notice period without your objection, we will continue to provide Services which were components of a Bundled Services plan but have not been terminated based on a monthly subscription. If you object to such change, the provision of all of the Services received based on a Bundled Services plan will terminate upon the date the termination of one component becomes effective. Eligibility for promotional offers may be contingent upon payment of all outstanding Coalition charges, including Insurance Policy Premiums.  

You agree to pay your bill electronically each month and to promptly update your email address via [xx] if it changes.  Each month you will receive an email notifying you that your bill is available online for viewing. If your electronic payment is rejected for any reason, Coalition may terminate your subscription or enrollment in the Term Plan in accordance with Section 5 b above. 

7. Warranty. Section 6 (No Warranties) of the Terms of Service does not apply and is replaced by the following: 

You shall provide Coalition with prompt written notice of any defect of the Services. The rights and remedies provided under applicable statutory law shall apply always subject to the limitation of liability in Section 13 below. 

To the extent you use the Services free of charge, Coalition disclaims all warranties. The foregoing disclaimer does not apply to the extent Coalition fraudulently concealed a defect.

8. Your Responsibilities; Limitations of Use. Section 7 (Your Responsibilities; Service Levels; Limitations of Use) of the Terms of Service does not apply and is replaced by the following:

a. Your Responsibilities.  You represent that you are eighteen (18) years of age or older, that you have the power and the legal authority to enter into this Agreement, and that the information you supply to us is correct and complete. You are solely responsible for all use of the Service and the manner in which the Service is used by you or anyone who uses the Service with or without your permission. If you use a wireless router or similar device, you are responsible for securing your wireless network and for any use of the Service via your wireless network by you, your guests or any other third parties. Any use of your Service by you, your guests or other third parties that violates the terms of this Agreement, shall be considered a breach by you and indemnification obligations as set out in Section 9 of this Attachment B may apply.  You may not resell or rent the Service that you have subscribed or enrolled in to any third parties or allow third parties to use the Service via wired, wireless or other means for any commercial purpose.

b. Use of the Service 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 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 Service(s). Your use of the Service and our web site(s) is subject to all applicable local, state, national and international laws and regulations. YOU SHOULD ALWAYS BACK-UP ANY IMPORTANT INFORMATION SEPARATELY FROM DATA STORED ON COALITION’S OR ANY THIRD PARTY'S SERVERS.

c. Coalition Data Management and Service Level Performance.  We reserve the right to (i) use, copy, display, store, transmit and reformat data transmitted over our network 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 or any Coalition server. You agree to permit us to scan network ports for the purpose of providing the Services.  Unless expressly authorized by Coalition, you will only transmit, upload, post or submit any information or material using the Service or the web site tools (i) that is not confidential, secret or proprietary information belonging to someone else; and (ii) that no other party has rights to and that does not violate the copyright or trademark laws or any other third party rights. 

d. Platform Access from Outside the U.S.. 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.

9. Indemnification. Section 9 (Indemnification) of the Terms of Service does not apply and is replaced by the following:

You agree to indemnify us and hold us harmless for any damages, costs, liabilities and attorneys' fees we incur from any third party claim arising from your use of the Services or Platform, or the use of your Service or Platform by others via your account, including without limitation, violation of the copyrights, trademarks or other intellectual property rights of others, Bundled Services, Value Added Add-on Services, or your combination of the Services with other products or services not provided by us, any modification of the Services, or any breach of this Agreement by you. In such event, you agree to conduct the defense and have 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. Your duty to indemnify, hold harmless and defend shall not apply if the underlying incident has not been caused by negligence or wilful misconduct by you any of your employees, representatives or agents. We agree to give you prompt notice of all claims and to cooperate in defending against the claim upon your reasonable request. 

10. Software Provided. Section 11 (Software Provided) of the Terms of Service applies amended as follows:

Section 11.c (Term of License) of the Terms of Service does not apply and is replaced by the following: Your right to use the Software is limited to the term of your use of the respective Service under this Agreement or the term of this Agreement.

Section 11.e (Liability for Third Party Sites) of the Terms of Service does not apply.

11. Deletion of Software and Data Upon Termination of Service. Section 12 (Deletion of Software and Data Upon Termination of Service) of the Terms of Service does not apply and is replaced by the following: 

If your Service is terminated for any reason or expires, you must stop using the Service as well as any paid Services associated with the Service if you received Bundled Services based on a Term Plan immediately when such termination or expiry becomes effective. For the avoidance of doubt, you must also cease use of all Software provided and immediately delete such Software from your computer.  IF YOUR SERVICE IS TERMINATED FOR ANY REASON, COALITION HAS THE RIGHT TO DELETE ALL DATA, FILES AND OTHER INFORMATION (INCLUDING EMAILS, ACCOUNT INFORMATION OR OTHER CONTENT) STORED IN OR FOR YOUR ACCOUNT AFTER REASONABLY NOTIFYING YOU AND OFFERING YOU A REASONABLE OPTION TO RETRIEVE SUCH DATA, FILES AND OTHER INFORMATION; E.G. BY WAY OF DOWNLOAD.

12. Customer Equipment, Service Performance; Backup and Maintenance. Section 14 (Customer Equipment, Service Performance; Backup and Maintenance) of the Terms of Service set out above applies amended as follows: 

a. Section 14.c (Email Security) of the Terms of Service does not apply and is replaced by the following: We will reasonably 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. 

b. Section 14.d (Coalition Backup and Maintenance) of the Terms of Service does not apply and is replaced by the following: 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 your Service or the Platform, whether pursuant to a subpoena or for other objective reason. 

13. Limitation of Liability. Sections 16 (Limitation of Liability), 17 (Limitation on Damage) and 18 (Third Party Beneficiaries) of the Terms of Service are replaced by the following:

In case of culpable injury to life, limb or health, in case of a guarantee (“Garantie”), fraudulent intent (“Arglist”) or in case of a liability scenario under the Product Liability Act (“Produkthaftungsgesetz”), Coalition shall be liable in accordance with statutory provisions. 

In accordance with statutory provisions, Coalition shall be liable for damages based on willful misconduct (“Vorsatz”) or gross negligence (“grobe Fahrlässigkeit”), including willful misconduct (“Vorsatz”) or gross negligence (“grobe Fahrlässigkeit”).

Furthermore, Coalition is liable in accordance with statutory provisions for ordinary negligent (“einfach fahrlässige”) infringements of such contractual obligations compliance of which is key for proper fulfilment of the Services a Service recipient can regularly rely on (“Kardinalspflichten”). However, in this scenario, Coalition's liability shall be limited to compensation of typically foreseeable damages (“typischerweise vorhersehbare Schäden”).

Any other liability of Coalition, regardless of its legal grounds, shall be excluded. This also applies, in particular, but not limited, to Coalition’s liability according to Section 536a Paragraph 1 1. Alt. of the German Civil Code (“BGB”) and/or Coalition’s liability for breach of pre-contractual obligations.

The aforementioned limitations or exclusions of liability shall also apply for representatives or vicarious agents of Coalition.

14. Force Majeure. Section 19 (Force Majeuere) of the Terms of Service does not apply is replaced by the following: 

If the performance of any obligation hereunder is interfered with by reason of any circumstance which have not been caused by negligence or wilful misconduct of a party and are not in the sphere of influence of a party, 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, neither party will be responsible for failure of performance to the extent necessary, provided that the affected Party uses reasonable efforts to remove such causes of non-performance. Either Party will have the right to terminate this Agreement upon written notice if a force majeure occurrence continues to impact performance of the other Party for more than thirty (30) consecutive days.

15. Venue. Section 22 (Venue) of the Terms of Service does not apply and is replaced by the following: Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive venue of Frankfurt, Germany.

16. Miscellaneous. Section 23 (Miscellaneous) of the Terms of Service does not apply and is replaced by the following:

a. Entire Agreement. The terms and conditions of this Agreement supersede all previous agreements, proposals or representations between you and Coalition related to the Service. No terms and conditions of any managed services agreement, invoice, or similar document of Coalition in connection with this Agreement will be effective unless expressly stated otherwise in writing signed by each of the Parties, and such terms and conditions will be governed by this Agreement. To the extent there exists any conflict between this Agreement and such terms and conditions, this Agreement shall govern, unless such writing includes the section number of this Agreement that the Parties agree no longer govern or is modified for the matter covered thereby. 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.

b. Order of Precedence. To the extent there exists any conflict between this Attachment B and any other document of this Agreement, this Attachment B shall prevail.

c. Assignment. You may not assign this Agreement without our prior written consent which we will not unreasonably withhold. We may freely assign this Agreement. 

d. Changes. No changes to this Agreement will be effective unless it is in writing and signed by each party.

e. Notices. Any notices or demands or other communications under the terms of this Agreement or under any statute must be communicated in text form, unless specified otherwise in this Agreement. 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 below via email or via ordinary mail, overnight courier or express delivery service. Notices shall be deemed to have been given on the date of receipt. Notices to you will be sent to your email address on file in your account with Coalition.

f. Waiver. All waivers under this Agreement must be in writing to be effective.

17. Attachment A. Section 3 (Changes to Fees) to Attachment A to the Terms of Service does not apply and is replaced by the following: 

Coalition reserves the right to  change fees applicable to the Services as well as this Agreement from time to time (without effect for existing subscriptions). In case of you subscribed to a Term Plan which renews automatically, Coalition may request that renewals are subject to the fees and the version of this Agreement in effect at the time of a renewal; provided, however, that Coalition informs you by providing a notice in text form at least thirty (30) calendar days prior to the expiry of the applicable term of (i) the expiry date of the respective period; (ii) the fact that Coalition will continue to provide respective Services based on changed fees or terms in the renewal period unless you object to such further provision of Services based on such changed fees or terms at any time during such notice period in text form and (iii) of the new fees and terms applicable. Upon expiry of the notice period without your objection, we will continue to provide respective Services based on the fees and the version of this Agreement we notified you of. If you object to such change, the provision of the Services will expire upon the expiry date. If during the term of your paid Services the applicable sales tax or any other tax or duty changes, we will adjust the tax-inclusive price for the Services on your next billing date.