Terms and Conditions

These Terms and Conditions (“Terms”) are a contract between you and Coalesce Solutions, LLC (“Coalesce,” “we,” “us,” or “our”) for access to Coalesce Report websites, accounts, APIs, paid analysis, and related cloud features (the “Cloud Services”). Separate license terms govern the open-source cr collector when you run it only on systems you control.

By creating an account, accepting a key, submitting a snapshot, clicking accept, or using the Cloud Services, you agree to these Terms. If you use the Cloud Services for an organization, you represent that you can bind that organization, and “you” includes that organization.

If you have a signed order form or master agreement with Coalesce that conflicts with these Terms, the signed agreement controls for that conflict.

1. Agreement

These Terms include our Privacy Policy. Additional product documentation, acceptable-use notices, and program rules we post on coalescereport.com or coalesce.report are incorporated by reference.

We may update these Terms by posting a new version at this URL and updating the date. Material changes will be emailed to the account owner when we have an address. Continued use of the Cloud Services after the new Terms take effect constitutes acceptance. If you do not agree, stop using the Cloud Services and close the account.

2. The Services

Coalesce Report has three layers:

• Local collector (cr). A script-based diagnostic for your system. It discovers instances from the installation root you supply, runs collectors, and writes canonical JSON. Local output contains facts without any findings. The free local report does not include Coalesce cloud recommendations.
• Full-service collector (cr). A compiled or script-based diagnostic for your system. It discovers instances from the installation root you supply and based on settings you provide, runs collectors, writes canonical JSON, and submits to Coalesce Cloud Services for processing. Local output contains facts without any findings.
• Cloud Services. Analysis when you submit a snapshot via the collector or through the web application. Paid features may include guidance, upgrade and breaking-change context, drift against a baseline, alerting, dashboards, and related support. Feature availability depends on your plan.

We may change, suspend, or discontinue features. Modules on the long-term map (connectors, data sources, process, drift, CVE packs, lockdown reviews, update advisor) may be missing, incomplete, or wrong.

Coalesce Report is a diagnostics and reporting aid. It is not a penetration test, formal audit, legal opinion, or substitute for your own change control. Findings can be incomplete or false-positive. You decide what to change on production systems.

3. Open-source collector

The collector is script-based (PowerShell on Windows, Bash on Linux). License text shipped with the code (when published) governs copying, modification, and redistribution of that code.

Submission of the collector output is explicit. You must have authority to run the collector against the system you pass it, including authority to read configuration, logs, and process data on that host.

We may refuse Cloud Service access to outdated collector releases or modified collectors that break the collector contract, strip required redaction, or impersonate another customer.

4. Accounts and keys

• Provide accurate account information and keep it current.
• Keep passwords and API keys secret. You are responsible for activity under your keys until you revoke them and notify us of theft.
• One key or seat may not be shared across separate legal entities unless your plan says otherwise.
• We may suspend keys that look compromised, that exceed fair-use submit rates, or that violate these Terms.
• You must be at least 18 and using the Cloud Services for a business or public-sector organization.

5. Customer Data

“Customer Data” means snapshots, JSON, metadata, baselines, alert configuration, and other content you or your users submit to the Cloud Services.

You retain all rights in Customer Data. You grant Coalesce a limited license to host, parse, analyze, store, display back to you, and create derived findings, scores, and drift views solely to provide and secure the Cloud Services and to improve collectors and checks as described in the Privacy Policy (including de-identified patterns).

You represent that:

• You have the right to submit the snapshot, including from every instance included in it.
• You have applied available redaction and have not knowingly submitted payment card data, passwords in the clear, private keys, protected health information, or other data your law or contracts forbid sending to a vendor.
• If Customer Data includes personal data of your staff or users (for example in sampled logs), you have a lawful basis to share it with us as processor.

On written request after termination, or from the product if the feature exists, we will delete or return Customer Data within a commercially reasonable period, except copies in encrypted backups until rotation and data we must keep by law. See the Privacy Policy for planned retention.

We do not claim ownership of your applications, data sources, or production data.

6. Acceptable use

You will not:

• Probe, scan, or attack the Cloud Services except with our written permission.
• Circumvent authentication, share keys publicly, or buy/sell access.
• Submit malware, or content you do not have the right to share.
• Use the Cloud Services to monitor systems you do not operate or are not authorized to inspect.
• Resell raw Cloud Service output as a competing hosted diagnostic without a partner agreement.
• Remove Coalesce Report or Coalesce Solutions marks from cloud-generated reports where we require attribution.
• Use the Services in violation of export, sanctions, or computer-misuse law.

Output from the free collector may identify Coalesce, Coalesce Report, and coalescereport.com. That attribution is part of the product design; do not present the free local report as a Coalesce-hosted assessment.

7. Early access

Coalesce Report is first offered as an early access. This means:

• The Cloud Services and collector may be unstable, incomplete, or change without notice.
• Support is commercially reasonable only, with no uptime SLA unless a later order says otherwise.
• We may cap submits, expire free keys, or wipe free tenants when the product moves to a later stage.
• Feedback you give us may be used freely to improve the product. Feedback is not Customer Data you can claw back, except that we will not publish your name with a quote without permission.

EARLY ACCESS CLOUD SERVICES AND COLLECTOR BUILDS ARE PROVIDED “AS IS.”

8. Fees and payment

The local collector is free under its license. Cloud analysis, drift, alerting, and related features are paid unless we expressly mark an account as free or a trial.

Fees, seats, and submit limits are those on your order, checkout page, or invoice. Unless stated otherwise, fees are in U.S. dollars, exclusive of taxes, and non-refundable except where law requires. Late amounts may accrue interest at 1.5% per month or the maximum allowed by law, whichever is less.

We may suspend Cloud Services for non-payment after notice. You remain responsible for usage incurred before suspension.

9. Intellectual property

Coalesce and its licensors own the Cloud Services, documentation, finding taxonomies, dashboards, marks, and all improvements. “Coalesce,” “Coalesce Solutions,” “Coalesce Report,” the ./cr presentation, and related marks are trademarks of Coalesce or its affiliates. You may use those marks only as we allow in writing or in unmodified product output.

If you provide suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them. That license does not give us ownership of your Customer Data.

You may not reverse engineer the Cloud Services except to the extent a law (or an open-source license for a specific component) gives you a non-waivable right to do so.

10. Confidentiality

Each party may receive non-public information from the other. The receiving party will use it only to perform under these Terms and will protect it with at least reasonable care. Snapshots you submit are your confidential information. Our non-public product roadmap, pricing, and unreleased findings logic are ours.

Exceptions: information that is public without breach, independently developed, or rightfully received from a third party without duty. Disclosure is allowed if required by law, after notice where legally permitted.

11. Warranties and disclaimers

Each party represents it has the power to enter these Terms.

EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER, THE CLOUD SERVICES, WEBSITES, DOCUMENTATION, FINDINGS, RECOMMENDATIONS, ALERTS, AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COALESCE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT FINDINGS ARE COMPLETE, THAT FOLLOWING A RECOMMENDATION WILL PREVENT AN OUTAGE OR BREACH, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

You are solely responsible for testing changes on non-production instances first and for your configuration.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
• COALESCE’S TOTAL LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICES IS LIMITED TO THE AMOUNTS YOU PAID US FOR THE CLOUD SERVICES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. IF YOU HAVE PAID NOTHING (INCLUDING DURING AN EARLY ACCESS), OUR TOTAL LIABILITY IS ONE HUNDRED U.S. DOLLARS (US $100).

These caps do not apply to your payment obligations, your indemnity for Customer Data or misuse, or either party’s fraud or liability that law does not allow to be limited.

13. Indemnity

You will defend and indemnify Coalesce and its officers, employees, and contractors against third-party claims, damages, and reasonable legal fees arising from: (a) Customer Data, including alleged failure to redact or lack of authority to submit; (b) your use of findings or recommendations on production systems; (c) your violation of these Terms or of law; or (d) a dispute among users on your account.

If we offer a mutual IP indemnity in a later enterprise agreement, that agreement supersedes this section to the extent it conflicts.

14. Term and termination

These Terms start when you first accept them or use the Cloud Services and continue until the account is closed.

You may stop using the Cloud Services at any time and request account closure. We may suspend or terminate immediately if you materially breach these Terms, if required by law, or if your free period ends and you do not move to a paid plan.

Sections that by nature should survive (including 5, 8–13, 16–17, and this sentence) survive termination. After termination we may delete Customer Data on the schedule in the Privacy Policy.

15. Government and export

The Cloud Services are commercial computer software. If you are a U.S. government customer, you receive only those rights customarily provided to the public under these Terms.

You will not use or export the Services in violation of U.S. export control or sanctions laws. You represent you are not on a prohibited-party list and are not located in an embargoed jurisdiction.

Public-sector and regulated customers (healthcare, education, federal) must not submit data that would require a HIPAA BAA, FERPA-specific rider, or FedRAMP authorization unless we have executed that rider with you. The public environment is not represented as FedRAMP authorized.

16. Governing law

These Terms are governed by the laws of the State of Tennessee, excluding conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Exclusive venue for disputes that are not subject to a separate arbitration rider is the state or federal courts located in Shelby County, Tennessee. Each party consents to that venue.

Before filing a claim, the complaining party will email the other and wait thirty (30) days for a good-faith discussion, except for claims seeking injunctive relief to protect intellectual property or Customer Data.

17. General

• Entire agreement. These Terms and any accepted order are the entire agreement for the Cloud Services and replace prior discussions on that subject.
• Assignment. You may not assign these Terms without our consent, except to a successor to substantially all of your business. We may assign to an affiliate or in connection with a corporate transaction.
• Severability. If a provision is unenforceable, the rest remains in effect.
• Waiver. A failure to enforce a provision is not a waiver.
• No third-party beneficiaries except as stated in the indemnity.
• Force majeure. Neither party is liable for delay caused by events beyond reasonable control.
• Notices. We may notice you at the account email. You may notice us at the addresses in Section 18. Notices are effective when received.
• Relationship. The parties are independent contractors. These Terms do not create a partnership or professional-services engagement beyond the Cloud Services described.

18. Contact

Coalesce Solutions, LLC
Attn: Legal — Coalesce Report
PO Box 772507
Memphis, TN 38177
Legal and Privacy: legal@coalescesolutions.com
Sales: sales@coalescesolutions.com
Web: coalescereport.com · coalescesolutions.com

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