Terms of Service
These Terms of Service (the "Agreement") govern your access to and use of the security consulting services, embedded personnel, and the M²ORE Vector™ platform offered by Coleman Contingency, LLC ("Coleman Contingency") (collectively, the "Services"). By accessing or using any Service, you agree to be bound by this Agreement.
Services
The specific Services to be provided, along with their scope, fees, and term, are set forth in the applicable Order Form or Statement of Work, which is incorporated into and governed by this Agreement.
Access and Use
Coleman Contingency grants you a non-exclusive, non-transferable right to access and use the Services during the applicable term, solely for your internal business purposes. Access to the M²ORE Vector™ platform is limited to authorized users designated by your organization. You are responsible for maintaining the confidentiality of your access credentials and for all activities that occur under your account.
Use Restrictions
You shall not, and shall not permit any other person to:
- Copy, modify, or create derivative works of the Services or any Coleman Contingency materials
- Rent, lease, sublicense, assign, or otherwise transfer any rights in the Services to any third party
- Reverse engineer, disassemble, or attempt to derive the source code of any platform component
- Bypass or breach any security device or protection used by the Services
- Access or use the Services for competitive analysis or to develop a competing product or service
- Access or use the Services in any manner that infringes any intellectual property right or violates any applicable law
- Input or transmit any malicious code, harmful content, or unlawful material through the Services
Platform Data and Security
All data you submit to the M²ORE Vector™ platform remains your property. Coleman Contingency processes your data solely as necessary to deliver the Services. Your data is not used to train, fine-tune, or improve any artificial intelligence or machine learning model. All platform data is stored in the United States and is isolated at the organization level. Upon termination, all platform data is deleted within 30 days.
Coleman Contingency implements commercially reasonable security controls including TLS encryption in transit, AES-256 encryption at rest, multi-factor authentication, role-based access control, and continuous infrastructure monitoring. Full details are available in the Security and Compliance Whitepaper upon request.
Fees and Payment
You shall pay all fees set forth in the applicable Order Form or Statement of Work. All fees are exclusive of taxes. Invoices are due and payable as specified. Late payments accrue interest at 1.5% per month. Coleman Contingency may suspend Services for non-payment after five (5) days written notice. Coleman Contingency may increase platform subscription fees for renewal terms with ninety (90) days written notice.
Confidentiality
Each party agrees to protect the other party's confidential information using at least the same degree of care it uses for its own confidential information and no less than reasonable care. Confidentiality obligations survive termination of this Agreement for four (4) years. All Coleman Contingency materials, methodologies, pricing, and the terms of this Agreement are the confidential information of Coleman Contingency.
Intellectual Property
All right, title, and interest in and to the Services, platform, methodologies, and all related intellectual property remain exclusively with Coleman Contingency. Your data remains your sole property. Coleman Contingency may use aggregated, anonymized data derived from platform usage for internal operational and analytical purposes.
Warranties and Disclaimer
Coleman Contingency warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards.
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. COLEMAN CONTINGENCY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Indemnification
Coleman Contingency will indemnify and defend you from third-party claims that your authorized use of the platform infringes a third party's US patents, copyrights, or trade secrets. You will indemnify and defend Coleman Contingency from third-party claims arising from your data, your breach of this Agreement, or your negligence or willful misconduct.
Limitations of Liability
IN NO EVENT WILL COLEMAN CONTINGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF COLEMAN CONTINGENCY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term and Termination
This Agreement continues for the term specified in the applicable Order Form or Statement of Work and renews automatically unless either party provides written notice of non-renewal at least forty-five (45) days prior to the end of the then-current term.
Either party may terminate upon thirty (30) days written notice for material breach that remains uncured. Coleman Contingency may terminate immediately for non-payment after five (5) days notice or breach of use restrictions. Upon termination, all licenses immediately terminate and all platform data is deleted within thirty (30) days.
Governing Law and Disputes
This agreement is governed by the laws of the State of Texas. Any dispute arising out of or related to this agreement shall be brought exclusively in the state or federal courts located in Harris County, Texas. Coleman Contingency and Client are independent contractors, and nothing in this agreement creates a partnership, joint venture, agency, or employment relationship between the parties. This agreement constitutes the entire agreement between the parties with respect to its subject matter.
Contact
For legal inquiries contact Coleman Contingency, LLC at [email protected]