Effective Date: June 15th, 2025
Welcome to Coalesc. These Terms of Services ("Terms") govern your use of our website and software services (the "Service"), provided by Coalesc Inc. ("Coalesc," "we", "us", or "our"). By using our Service, you agree to these Terms and our Privacy Policy. If you do not agree to these Terms, do not use the Service.
Coalesc helps you collect and organize your documents by (i) securely accessing files from your connected email or cloud storage accounts, (ii) syncing designated folders, and (iii) allowing direct manual uploads from your device. Once gathered, your files are automatically organized to enable fast search, streamlined reconciliation, and easy export.
To use Coalesc, you must be at least 18 years old and have the legal capacity to enter into binding agreements. By accessing or using the Service, you represent and warrant that you meet these requirements and are not prohibited from using the Service under any applicable laws or regulations.
From time to time, Coalesc may offer certain products, features, or services on a trial basis that are still in development or testing ("Beta Services"). These may be labeled as "alpha," "beta," "preview," "early access," or "evaluation," or use similar terminology. Beta Services may be less stable or reliable than our full Service and may be modified or discontinued at any time without notice.
Beta Services are provided for evaluation and feedback purposes only. By using a Beta Service, you agree that Coalesc may contact you to request feedback and usage data to help us improve the product.
All Beta Services are considered confidential until publicly released. You agree not to disclose any information about the Beta Services, including their existence, features, or performance, to any third party without Coalesc's prior written consent.
The Services may interact with, link to, or rely on third-party websites, products, services, content, or integrations ("Third-Party Services") (e.g., payment processors, cloud services, or communication tools). These Third-Party Services are not owned or operated by Coalesc, and we do not control them.
By choosing to access, connect, or use any Third-Party Services through Coalesc, you acknowledge and agree that:
By connecting a Third-Party Service to your Coalesc account (e.g., Google, Microsoft), you expressly authorize Coalesc to access, retrieve, and process your files or metadata from that service solely for the purposes described in our Privacy Policy. You may revoke this access at any time via your account settings or the connected service's dashboard.
Your use of any Third-Party Services is entirely at your own risk.
Access to Coalesc is available only through a paid subscription. You must purchase a valid subscription to use the Service. All fees are clearly disclosed before payment and must be accepted by you at the time of purchase. Unless otherwise stated, all fees are in Canadian Dollars (CAD) and are non-refundable, except where required by law.
You agree to provide accurate, complete, and up-to-date billing information (including name, payment method, and billing address). Failure to do so may result in suspension or termination of your access.
Coalesc Inc. reserves the right to modify pricing at any time. We will notify you of any pricing changes in advance via email or through the Service interface. Continued use after the effective date of a fee change constitutes your acceptance.
You are responsible for all applicable taxes (e.g., GST/HST, sales tax) unless exempt by law.
Your subscription will automatically renew at the end of each billing cycle (e.g., monthly or annually) unless canceled before the renewal date. By subscribing, you authorize Coalesc to charge your payment method on the Subscription Billing Date and each renewal date thereafter. Subscription fees are non-refundable for the current billing period.
To cancel your subscription, use your account billing settings or contact us at support@coalesc.xyz before the next renewal date to avoid being charged.
Payments are securely processed by third-party providers (e.g., Stripe) in accordance with industry standards (including PCI DSS). Coalesc does not store full credit card numbers or CVV codes.
By using the Service, you authorize us and our payment processor to charge your selected payment method for all applicable fees and renewals. You may update or remove your payment method at any time. Note that removing your payment method may interrupt access to the Service.
Failure to pay subscription fees may result in suspension or termination of your account. We may attempt to collect unpaid balances and charge additional fees as permitted by law. Coalesc reserves the right to delete accounts and associated data after repeated failed billing attempts.
We strive to provide reliable and useful Services, but Coalesc Inc. makes no guarantees that the Services will be error-free, uninterrupted, or always available. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COALESC AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." You use the Services at your own discretion and risk. We do not warrant that the Services will meet your specific needs, or that any stored or processed data will be accurate, secure, or not lost or altered.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Coalesc Inc., its affiliates, subsidiaries, officers, directors, employees, contractors, licensors, suppliers, and agents (collectively, the "Coalesc Indemnitees") from and against any and all claims, liabilities, damages (including direct, indirect, incidental, consequential, or special damages), losses, obligations, costs, debts, and expenses (including reasonable legal fees) arising out of or related to:
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate fully with us in asserting any available defenses.
To the fullest extent permitted by law, Coalesc and its affiliates, officers, employees, agents, and partners (collectively, "Coalesc Indemnitees") shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, goodwill, use, data, or other intangible losses, arising out of or related to your use of, or inability to use, the Coalesc services or any part thereof.
Under no circumstances shall Coalesc be responsible for any damage, loss, or injury resulting from unauthorized access to or use of the Service, your account, or any information stored therein, including but not limited to hacking, tampering, or other security breaches.
To the maximum extent permitted by applicable law, Coalesc assumes no responsibility or liability for: (a) errors, inaccuracies, or omissions in any content provided through the Service; (b) personal injury or property damage arising from your use of the Service; (c) unauthorized access to, or use of, servers or personal information stored on the Service; (d) interruptions or cessation of transmission to or from the Service; (e) any viruses, malware, or harmful code transmitted through the Service by third parties; (f) any errors or omissions in content posted or transmitted via the Service; and/or (g) any defamatory, offensive, or illegal conduct by any third party.
Furthermore, Coalesc's total liability for any claim arising out of or related to your use of the Service shall not exceed the greater of the total amount you have paid Coalesc for the Service in the six (6) months preceding the claim or five hundred Canadian dollars (CAD $500).
This limitation applies regardless of the legal theory under which a claim is made, including but not limited to contract, tort, negligence, strict liability, or otherwise, even if Coalesc has been advised of the possibility of such damages.
You may stop using Coalesc's Services at any time, including by terminating your account through your account settings. Upon termination, your data will be permanently deleted from active systems, unless we are legally required to retain it for compliance or investigation purposes. Backup copies may persist for a limited period (e.g., up to 30 days) as part of our standard disaster recovery protocols.
We reserve the right to suspend or terminate your access to the Services with notice if we reasonably believe that:
In these cases, we will notify you at the email address associated with your account, explaining the issue and offering a reasonable opportunity to resolve the matter and export your data. If you do not take the required steps, we may proceed with suspension or termination.
In some cases, we may suspend or terminate your access immediately without prior notice or opportunity to export your data, including when we reasonably believe that:
Once your access is suspended or terminated, you will no longer be able to retrieve or export your content. Coalesc does not provide refunds for suspended or terminated accounts unless required by law.
If you believe your account was suspended or terminated in error, you may contact us at support@coalesc.xyz to request a review.
All content, features, and functionality provided through the Coalesc platform—including but not limited to software, code, text, design, logos, icons, graphics, documentation, and user interface elements—are the exclusive property of Coalesc and/or its licensors. These materials are protected by intellectual property laws in Canada, the United States, and internationally, including copyright, trademark, trade secret, and patent laws.
Except as expressly authorized in writing by Coalesc, you may not copy, modify, distribute, sell, sublicense, reverse engineer, decompile, or create derivative works of any part of the Services or the content therein.
Subject to your compliance with these Terms, Coalesc grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or personal purposes. This license does not grant you any rights to Coalesc's intellectual property except as explicitly stated.
You retain ownership of any data, files, or content you submit, upload, or generate using the Coalesc platform ("User Content"). By using the Services, you grant Coalesc a worldwide, limited license to access, use, process, transmit, store, and display your User Content solely as necessary to provide and improve the Services. Coalesc does not claim ownership of your content.
You represent and warrant that you have the right to upload and use your User Content with the Services and that it does not infringe any third-party rights.
If you provide Coalesc with any feedback, suggestions, or ideas about the Services ("Feedback"), you agree that we may use, modify, and incorporate your Feedback without obligation or compensation to you. You waive any rights to such Feedback and acknowledge that it is provided on a non-confidential basis.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (a "Dispute")—whether based in contract, tort, statute, or any other legal theory—will be resolved exclusively and finally through binding arbitration, rather than in court. This includes, without limitation, disputes regarding the interpretation or enforceability of this arbitration provision.
Arbitration will be administered by the ADR Institute of Canada (ADRIC) under its then-current applicable rules (available at https://adric.ca). The seat of arbitration will be Ontario, Canada, and the arbitration will be conducted remotely, unless the parties agree otherwise or the arbitrator requires an in-person hearing.
Each party will bear its own arbitration costs and legal fees, unless otherwise determined by the arbitrator in accordance with applicable law.
Before initiating arbitration, you agree to first try to resolve the Claim informally by contacting us at hello@coalesc.xyz. Both parties agree to meet and confer in good faith for at least sixty (60) days to try and resolve the issue. Only if the issue remains unresolved after this period may arbitration be pursued.
Notwithstanding the foregoing, either party may bring a claim in the courts of Quebec, Canada (or another mutually agreed jurisdiction) solely for:
All claims must be bought individually. You and Coalesc agree to waive any right to participate in class, collective, or representative actions, whether in arbitration or in court.
Claims that qualify for small claims court (under $10,000 CAD or equivalent) may be brought in such court, provided that informal resolution and arbitration have first been reasonably attempted.
These Terms and any disputes arising out of or related to your use of our services shall be governed by and construed in accordance with the laws of Quebec, Canada, without regard to its conflict of laws principles. If our operations expand to the United States, this choice of law will remain unless superseded by mandatory local legislation.
We may provide notices to you—whether required by law or for operational, legal, or promotional reasons—via email, written communication, or through prominent posting within the Coalesc platform, at our sole discretion. You agree that all such notices satisfy any legal communication requirements. It is your responsibility to maintain a valid email address associated with your account and to regularly review notifications.
Coalesc shall not be liable for any failure or delay in performance resulting from circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, armed conflict, terrorism, government actions, pandemics, infrastructure failures, or disruptions in telecommunications networks (collectively, "Force Majeure Events"). During such events:
(a) We will notify users of service impacts through available channels within a commercially reasonable timeframe;
(b) All contractual obligations shall be temporarily suspended for the duration of the disruption; and
(c) Service level commitments (including uptime guarantees) will be waived until normal operations resume.
While we strive to provide advance notice of outages, you acknowledge that certain emergency disruptions may occur without warning, and Coalesc disclaims liability for damages arising from such unforeseeable interruptions.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed without affecting the remaining provisions, which shall continue in full force and effect. The severed provision shall be replaced by a valid provision that most closely reflects the original intent.
Coalesc Inc. reserves the right to amend these Terms at any time. Revised Terms will be posted on our platform and emailed to registered users at least thirty (30) days prior to their effective date. Your continued use of Coalesc after the effective date constitutes acceptance of the revised Terms. It is your responsibility to review the posted Terms periodically. While we endeavor to notify users promptly of material changes, you acknowledge that delays in notification may occur despite our good faith efforts.
For inquiries regarding these Terms or the Coalesc platform, please contact us at hello@coalesc.xyz. All official communications relating to legal matters must be delivered in writing to the aforementioned email address.