PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND CATALYST GROUP, LLC.
These Terms, together with any special terms for particular services, creates a contract between you and Catalyst. The contract governs your use of all websites, services, applications, platforms, and products created or operated by Catalyst (together, the “Services”).
For purposes of these Terms, the following definitions apply:
(b) “Authorized User” shall mean an individual subscriber or the partners, members, employee, or temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
(c) “Confidential Information” shall mean the Content (as defined in Section 1(d)) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes specifications, designs, drawings diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of these Terms, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.
(d) “Content” shall mean any information you upload or post to the Service and any information provided by you to Catalyst in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(e).
(e) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.
(f) “Service” shall mean any software or services provided by Catalyst, including but not limited to all of Catalyst owned and operated websites, applications, platforms, products, and codes.
2. Additional Terms.
In addition to the Terms, your use of any Services may also be subject to specific terms applicable to a particular Service (“Additional Terms”). If there is any conflict between the Additional Terms and these Terms, then the Additional Terms apply in relation to the relevant Service. Collectively, the Terms and Additional Terms, form a binding legal agreement between you and Catalyst in relation to your use of the services.
3. Your Agreement to the Terms.
BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES (INCLUDING THE LICENSES, PUBLIC DOMAIN TOOLS, AND APPLICATIONS), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. By clicking “I ACCEPT” or otherwise accessing or using any Services you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Term, with the terms “you” and “your” applying to you, that entity, and other users accessing the Services on behalf of that entity.
4. No Guarantee.
CATALYST DOES NOT GUARANTEE RESULTS. Catalyst will have no responsibility or liability of any kind for any Content and satisfaction you encounter through the relationship formed between you, an Authorized User, a Registered Client, and/or a third party. YOU USE AND RELY ON CATALYST’S SERVICES SOLELY AT YOUR OWN RISK.
5. Changes to the Terms.
From time to time, Catalyst may change, remove, or add to the Terms, and reserves the right to do so in its discretion. In that case, Catalyst will post updated Terms and indicate the date of revision. In Catalyst’s discretion, if it decides that changes to the terms are material, Catalyst will make reasonable efforts to post a prominent notice on the relevant Website or via email. All new and/or revised Terms take effect immediately and apply to your use of the Services from that date on, except that material changes will take effect 30 days after the change is made and identified as material. Your continued use of any Services after new and/or revised Terms are effective indicates that you have read, understood, and agreed to those Terms.
6. Scope of Limited License.
Subject to your compliance with these Terms, Catalyst grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (a) access and use the Services on personal or company devices solely in connection with your use of the Services; and (b) access and use any content, information and related materials that may be made available through the Services, in each case solely for your use. Any rights not expressly granted herein are reserved by Catalyst and Catalyst licensors.
Except for the non-exclusive license granted pursuant to this Agreement, you acknowledge and agree that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with Catalyst.
You may not:
(a) remove any copyright, trademark or other proprietary notices from any portion of the Services;
(b) reproduce, modify, prepare derivative work based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Catalyst;
(c) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
(d) link to, mirror, or frame any portion of the Services;
(e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
(f) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks
7. Use of the Service.
a. You, the authorized user of the Services, (“Authorized User”) agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Catalyst or any other software or service provided by Catalyst.
b. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
c. Catalyst reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Catalyst shall provide Authorized User with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Authorized User’s acceptance of the modification.
d. Catalyst does not review or pre-screen the content or data which the Authorized User inputs, and Catalyst claims no intellectual property rights with respect to the content and data.
e. Catalyst reserves the right to temporarily suspend access to the Services for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by Catalyst. Further, Catalyst shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Authorized User, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Catalyst will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
f. Authorized User grants to Catalyst a non-exclusive, royalty-free right during Authorized User’s use of the Service, to use the Confidential Information for the sole purpose of performing Catalyst’s obligations under this Agreement in
accordance with the terms of this Agreement. Such rights shall include permission for Catalyst to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 7.
8. Access to the Service.
a. The Services are not available for use by persons under the age of 18. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.
b. Only an Authorized User or a Registered Client is permitted to access and use the Service. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the service.
c. Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
d. As between Catalyst and the Authorized User, any Content uploaded or posted to the Service remains the property of the Authorized User. Upon Cancellation or Termination of Service, as discussed in below, Catalyst shall delete the users’ content within 1 year.
e. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
f. Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) when available and an application has been approved. Use of the API is subject to the following conditions:
- Any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms;
- Catalyst shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Catalyst has been advised of the possibility of such damages), resulting from any use of an API or third-parry products that access and use the Service via an API;
- Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Catalyst, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and
- Catalyst reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
9. Confidential Information.
Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under these Terms. Catalyst and any third-party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 9 of these Terms, or (c) as otherwise authorized by you in writing.
10. Web Portal Security.
Catalyst is responsible for providing a secure method of authentication and accessing its Service.
a. Catalyst will provide mechanisms that:
- allow for user password management;
- transmit passwords in a secure format; and
- protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.
b. Authorized User and Registered Client will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.
c. Authorized User and Registered Client will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify Catalyst upon suspicion that a username and password has been lost, stolen, compromised, or misused.
d. At all times, Catalyst, and any third-party vendors and hosting partners it utilizes to provide the Service, will:
- use information security best practices for transmitting and storing your Content, adhering to industry standards;
- employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and
- ensure its host facilities maintain industry standards for security and privacy
e. Catalyst shall report to Authorized User and Registered Client, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Catalyst reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). Catalyst shall make such report within 72 hours after learning of the Security Breach.
f. In the event of a Security Breach, Catalyst will (a) cooperate with Authorized User and Registered Client to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Authorized User and Registered Client in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Authorized User and Registered Client in any litigation or investigation against third parties that Authorized User and Registered Client undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.
11. Legal Compliance.
Catalyst maintains that its primary duty to protect the Content to the extent the law allows. Catalyst reserves the right to provide the Confidential Information to third parties as required and 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. If Catalyst is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Catalyst will provide Authorized User or Registered Client with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Authorized User or Registered Client may seek protective order or other appropriate relief. Subject to the foregoing sentence, Catalyst may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
12. Payment, Refunds, and Account Changes.
a. The Authorized User with paid subscriptions or invoices will provide Catalyst with a valid credit card for payment of applicable fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes which Authorized Users agree to pay based on where the Authorized User is primarily domiciled. In addition to any fees, the Authorized User may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.
b. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with any subscription or account, including, but not limited to, instances involving removal of an Authorized User or Registered Agent.
c. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Authorized User, or in the form of an announcement on the Service.
d. Authorized User is responsible for paying all taxes associated with the subscription to the Service. If Catalyst has the legal obligation to pay or collect taxes for which Authorized User is responsible under this section, the appropriate amount shall be charged to and paid by Authorized User, unless the Authorized User provides Catalyst with a valid tax exemption certificate authorized by the appropriate taxing authority.
e. Any and all payments by or on account of the compensation payable under these Terms shall be made free and clear of and without deduction or withholding for any taxes. If the Authorized User is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Catalyst receives an amount equal to the sum it would have received had no such deduction or withholding been made.
13. Arbitration Agreement.
BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST CATALYST ON AN INDIVIDUAL BASIS IN ARBITRATION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST CATALYST, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST CATALYST BY SOMEONE ELSE.
a. Binding Arbitration. You and Catalyst agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Catalyst, and not in a court of law.
b. Waiver of Jury Trial. You understand and agree that you and Catalyst are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Catalyst otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceedings. However, you and Catalyst each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademark, trade secrets, patents, or other intellectual property rights.
c. Governing Law. The Arbitration will be administered in accordance with the Arizona Uniform Arbitration Act (the “AUAA”) then in effect, except as modified by this Arbitration Agreement. Notwithstanding any choice of law or other provisions in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AUAA shall preempt all other state laws to the fullest extent permitted by law. If the FAA and AUAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Arizona.
d. Location, Procedure, and Fees. Unless you and Catalyst otherwise agree, the arbitration will be conducted in Pima County, Arizona. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Catalyst submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AUAA. Subject to the AUAA, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Your responsibility to pay any arbitration filing, administrative and arbitrator fees will be solely as set forth in the AUAA.
e. Arbitrator’s Decision. The Arbitrator will render an aware within the time frame specified in the AUAA. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may aware declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. AN ARBITRATOR’S DECISION SHALL BE FINAL AND BINDING ON ALL PARTIES. An arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorney’s fees and expenses, to the extent provided under applicable law.
f. Severability and Survival. If any portion of the Arbitration Agreement is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (c) to the extent that any claims must therefore proceed on a class, collective, or consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
14. Disclaimers; Limitation of Liability; Indemnity; and Force Majeure.
THE SERVICES ARE PROVIDED BY CATALYST ON AN “AS IS” AND AN “AS AVAILABLE” BASIS ONLY. CATALYST PROVIDES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGMENT. CATALYST EXPRESSLY DISCLAIMS ALL WARRANTIES THAT THE SERVICES WILL (1) BE UNINTERRUPTED AND SECURE; (2) BE ERROR AND VIRUS FREE; AND (3) MEET YOUR REQUIEMENTS. IN ADDITION, CATALYST MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES.
YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICES REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
a. Limitation of Liability. Catalyst shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including loss profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services regardless of the negligence (either active, affirmative, sole, or concurrent) of Catalyst, even if Catalyst has been advised of the possibility of such damages.
Catalyst shall not be liable for any damages, liability or losses arising out of: (1) your use of or reliance on the Services or your inability to access or use the Services; or (2) any transaction or relationship between you and any third party, even if Catalyst has been advised of the possibility of such damages. Catalyst shall not be liable for delay or failure in performance resulting from causes beyond Catalyst’s control.
THE LIMITATION AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLIABLE LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN SUCH STATES OR JURISDICTION, CATALYST’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON CATALYST’S CHOICE OF LAW PROVISION SET FORTH BELOW.
b. Indemnity. You agree to indemnify and hold Catalyst and its affiliates and their members, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (1) your use of the Services; (2) your breach or violation of any of these Terms; or (3) your violation of the rights of any Registered Clients or other third parties.
c. Force Majeure. Neither Catalyst nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond the parties reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
15. Choice of Law.
These Terms are governed by and construed in accordance with the laws of the State of Arizona, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Arizonans to assert claims under Arizona law whether that be by statute common law, or otherwise. These provisions, and except as otherwise provided for in Section 13 of these Terms, are only intended to specify the use of Arizona law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Arizona law to you if you do not otherwise reside in Arizona.
Catalyst may give notice by means of a general notice on the Services, electronic mail to the Authorized User’s email address, telephone or text message to any phone number provided in connection with the Authorized User’s account, or by written communication sent by first class mail or pre-paid post to any address connected with the
Authorized User. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Catalyst, with such notice deemed given when received by Catalyst, at any time by first class mail, or pre-paid post to our registered agent for service of process, c/o Catalyst Group, LLC. The name and current contact information of the registered agent is John-Mark Bantock 7315 N. Oracle Rd Suite 201 Tucson AZ 85704.
17. Assignment of Terms.
You may not assign these Terms without Catalyst’s prior written approval. Catalyst may assign these terms without your consent to: (1) a subsidiary or affiliate; (2) an acquirer of Catalyst equity, business or assets; or (3) a successor by merger. Any purported assignment in violation of this section shall be void.
18. No Relationship Formed.
No joint venture, partnership, employment, or agency relationship exists between you, Catalyst, any Authorized User, or any Registered Client as a result of this Agreement or use of the Services.
In case any provision of the Terms is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of the terms. Catalyst’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Catalyst in writing. This provision shall not affect the Severability and Survival provisions of the Arbitration Agreement in Section 13 above.
20. Additional Assistance.
If you do not understand any of the foregoing Terms and Conditions or if you have any questions or comments, we invite you to contact our User Services team by email at [email protected].
CatalystCatalyst Service Level Commitments and Support Services
Commencing on the date the Service to the Subscriber commences (the “Subscription Term”), CatalystCatalyst will provide Service Level Commitments (“SLC”) Credits (defined in Section 3 below) and Support Services in accordance with the SLC and Support Services Terms as defined herein. In the event of any conflict between the Agreement and the Service Level Commitment and Support Services Terms, the SLC and Support Services Terms will prevail. The SLC and Support Services incorporate the definitions set forth in Section 1 of the Clio User License Agreement.
1. Exhibit Definitions
“Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices.
“Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Clients.
“Downtime” means any period, greater than ten minutes, within the Scheduled Available Time during which the Subscriber is unable to access or use the Service because of an Error (as defined below), excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or sync functions of the Service.
“Error(s)” means the material failure of the Service to conform to its published functional specifications.
“Procedural Issues” means those issues that are to be addressed by Subscriber through adjustment of a specific business process to accomplish work in the Service.
“Recurring Downtime” means 8 hours per month on the third Saturday of the month from 8:00 P.M. to 4:00 A.M. PST.
“Request” means a modification to the Service outside of the scope of the functional specifications.
“Scheduled Available Time” means 24 hours a day, 7 days a week.
“Scheduled Downtime” means the time period identified by Catalyst in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.
“Uptime Percentage” means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month. Uptime Percentage will be calculated by Catalyst solely using records and tools available to Catalyst.
“User Administration Support” means issues that impact the usability of the Service and are addressable through the adjustment of Registered Client’s access privileges, processes or procedures.
2. Scope of Service Level Commitments
Catalyst’s obligations do not extend to Errors or other issues caused by:
- any modification of the Service made by any person other than Catalyst;
- any third-party hardware or software used by Subscriber or any Registered Clients except as otherwise provided in the then current Documentation;
- the improper operation of the Service by Subscriber or Registered Clients;
- the accidental or deliberate damage to, or intrusion or interference with the Service;
- the use of the Service other than in accordance with any user Documentation or the reasonable instructions of Catalyst;
- ongoing test or training instances of the Service provided to Subscriber; or
- services, circumstances or events beyond the reasonable control of Catalyst, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Subscriber, or any network beyond the demarcation or control of Catalyst.
3. Scheduled Downtime and Guaranteed Uptime
Catalyst will use commercially reasonable efforts to provide at least 24 hours’ prior notice before undertaking any Scheduled Downtime. Commencing on the effective date of the applicable Subscription Term, in the event the Service experiences an Uptime Percentage of less than 97.9% in any calendar month, Catalyst will provide to Subscriber a credit (“SLC Credit”) equal to the credit percentage identified in the table SLC Credits table below multiplied by the Subscriber’s fees paid to Catalyst for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Subscriber will submit a written SLC Credit request to Catalyst in writing within 30 days of such Downtime. The SLC Credit is Subscriber’s sole and exclusive remedy for any failure by Catalyst to meet any performance obligations pertaining to the Service, including, without limitation, any support obligations except as provided in the User License Agreement.
Catalyst reserves the right to temporarily suspend Subscriber’s or a Registered Client’s access to the Service as set out in the User License Agreement. Any such suspensions based on repairs, technical problems, outages or maintenance services will be subject to the Service Level Commitments.
SLC Credits Table Uptime
|Uptime Percentage||Credit Percentage|
|Equal to or greater than 95% but less than 97.9%||10%|
|Less than 95%||25%|
4. Availability of SLC Credits
Subscribers who are past due on any payments owed to Catalyst are not eligible to receive SLC Credits. Catalyst will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, Subscriber must notify Catalyst within 30 days from the time Subscriber becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Subscriber’s right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by Subscriber for the corresponding month.
5. Support Services
Catalyst will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to Subscriber’s site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modeling.
Catalyst will provide email and/or phone support as specified at https://catalystconnect.com/, excluding Catalyst corporate holidays and national U.S. holidays except where noted.
Catalyst Data Protection Addendum
To the extent that Catalyst Processes any Subscriber Personal Data (each as defined below) and (i) the Subscriber Personal Data relates to individuals located in the EEA; or (ii) Subscriber is established in the EEA, the provisions of this Data Processing Addendum (“DPA”) shall apply to the processing of such Subscriber Personal Data. In the event of any conflict between the remainder of the Agreement and the DPA, the DPA will prevail.
1.1. The following capitalized terms used in this DPA shall be defined as follows:
(a) “Controller” has the meaning given in the GDPR.
(b) “Data Protection Laws” means the EU General Data Protection Regulation 2016/679 (“GDPR“), any applicable national implementing legislation in each case as amended, replaced or superseded from time to time, and all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of Subscriber Personal Data.
(c) “Data Subject” has the meaning given in the GDPR.
(d) “European Economic Area” or “EEA” means the Member States of the European Union together with Iceland, Norway, and Liechtenstein.
(e) “Processing” has the meaning given in the GDPR, and “Process” will be interpreted accordingly.
(f) “Processor” has the meaning given in the GDPR.
(g) “Security Incident” means any confirmed accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Subscriber Personal Data.
(h) “Standard Contractual Clauses” means the Standard Contractual Clauses (processors) approved by European Commission Decision C(2010)593 or any subsequent version thereof released by the European Commission (which will automatically apply).
(i) “Subprocessor” means any Processor engaged by Catalyst who agrees to receive from Catalyst Subscriber Personal Data.
(j) “Subscriber Personal Data” means the “personal data” (as defined in the GDPR) described in the Annex and any other personal data contained in the Content or that Catalyst processes on Subscriber’s behalf in connection with the provision of the Service.
(k) “Supervisory Authority” has the meaning given in the GDPR.
2. Data Processing
2.1 The Parties acknowledge and agree that for the purpose of the Data Protection Laws, the Subscriber is the Controller and Catalyst is the Processor.
2.2 Instructions for Data Processing. Catalyst will only Process Subscriber Personal Data in accordance with Subscriber’s written instructions. The parties acknowledge and agree that the Agreement (subject to any changes to the Service agreed between the parties) and this DPA shall be Subscriber’s complete and final instructions to Catalyst in relation to the processing of Subscriber Personal Data.
2.3 Processing outside the scope of this DPA or the Agreement will require prior written agreement between Subscriber and Catalyst on additional instructions for Processing.
2.4 Required consents. Where required by applicable Data Protection Laws, Subscriber will ensure that it has obtained/will obtain all necessary consents and complies with all applicable requirements under Data Protection Laws for the Processing of Subscriber Personal Data by Catalyst in accordance with the Agreement.
3. Transfer of Personal Data
3.1 Authorized Subprocessors. Subscriber agrees that Catalyst may use the following as Subprocessors to Process Subscriber Personal Data:
|Subprocessor||Description of Processing|
|Amazon Web Services, Inc.||Hosting|
|Backup Service Data|
|Zoho||CRM and Licensing|
3.2 Subscriber agrees that Catalyst may use subcontractors to fulfill its contractual obligations under the Agreement. Catalyst shall notify Subscriber from time to time of the identity of any Subprocessors engaged. If Subscriber (acting reasonably) objects to a new Subprocessor on grounds related to the protection of Subscriber Personal Data only, then without prejudice to any right to terminate the Agreement, Subscriber may request that Catalyst move the Subscriber Personal Data to another Subprocessor and Catalyst shall, within a reasonable time following receipt of such request, use reasonable endeavours to ensure that the original Subprocessor does not Process any of the Subscriber Personal Data. If it is not reasonably possible to use another Subprocessor, and Subscriber continues to object for a legitimate reason, either party may terminate the Agreement on thirty (30) days written notice. If Subscriber does not object within thirty (30) days of receipt of the notice, Subscriber is deemed to have accepted the new Subprocessor.
3.3 Save as set out in clauses 3.1 and 3.2, Catalyst shall not permit, allow or otherwise facilitate Subprocessors to Process Subscriber Personal Data without Subscriber’s prior written consent and unless Catalyst: (a) enters into a written agreement with the Subprocessor which imposes equivalent obligations on the Subprocessor with regard to their Processing of Subscriber Personal Data, as are imposed on Catalyst under this DPA; and (b) shall at all times remain responsible for compliance with its obligations under the DPA and will be liable to Subscriber for the acts and omissions of any Subprocessor as if they were Catalyst’s acts and omissions.
3.4 International Transfers of Subscriber Personal Data. Catalyst commits to Processing Subscriber Personal Data within the EEA. To the extent that the Processing of Subscriber Personal Data by Catalyst involves the export of such Subscriber Personal Data to a third-party in a country or territory outside the EEA, such export shall be:
- to a country or territory ensuring an adequate level of protection for the rights and freedoms of Data Subjects as determined by the European Commission;
- to a third party that is a member of a compliance scheme recognized as offering adequate protection for the rights and freedoms of Data Subjects as determined by the European Commission; or
- governed by the Standard Contractual Clauses between the Subscriber as exporter and such third-party as importer. For this purpose, the Subscriber appoints Catalyst as its agent with the authority to complete and enter into the Standard Contractual Clauses as agent for the Subscriber on its behalf.
4. Data Security, Audits, and Security Notifications
4.1 Catalyst Security Obligations. Catalyst will implement and maintain appropriate technical and organizational security measures to ensure a level of security appropriate to the risk, including as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 Upon Subscriber’s reasonable request, Catalyst will make available all information reasonably necessary to demonstrate compliance with this DPA.
4.3 Security Incident Notification. If Catalyst becomes aware of a Security Incident, Catalyst will (a) notify Subscriber of the Security Incident within 72 hours, (b) investigate the Security Incident and provide Subscriber (and any law enforcement or regulatory official) with reasonable assistance as required to investigate the Security Incident.
4.4 Catalyst Employees and Personnel. Catalyst will treat the Subscriber Personal Data as confidential, and shall ensure that any employees or other personnel have agreed in writing to protect the confidentiality and security of Subscriber Personal Data.
4.5 Audits. Catalyst will, upon Subscriber’s reasonable request and at Subscriber’s expense, allow for and contribute to audits, including inspections, conducted by Subscriber (or a third party auditor on Subscriber’s behalf and mandated by Subscriber) provided (i) such audits or inspections are not conducted more than once per year (unless requested by a Supervisory Authority); (ii) are conducted only during business hours; (iii) are conducted in a manner that causes minimal disruption to Catalyst’s operations and business; and (iv) Following completion of the audit, upon request, Subscriber will promptly provide Catalyst with a complete copy of the results of that audit.
5. Access Requests and Data Subject Rights
5.1 Data Subject Rights. Where applicable, and taking into account the nature of the Processing, Catalyst will use reasonable efforts to assist Subscriber by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Subscriber’s obligation to respond to requests for exercising Data Subject rights laid down in the Data Protection Laws.
6. Data Protection Impact Assessment and Prior Consultation
6.1 To the extent required under applicable Data Protection Laws, Catalyst will provide Subscriber with reasonably requested information regarding its Service to enable Subscriber to carry out data protection impact assessments or prior consultations with any Supervisory Authority, in each case solely in relation to Processing of Subscriber Personal Data and taking into account the nature of the Processing and information available to Catalyst.
7.1 Deletion or return of data. Subject to 7.2 below, Catalyst will, at Subscriber’s election and within 90 (ninety) days of the date of termination of the Agreement:
(a) make available for retrieval all Subscriber Personal Data Processed by Catalyst (and delete all other copies of Subscriber Personal Data Processed by Catalyst following such retrieval); or
(b) delete the Subscriber Personal Data Processed by us.
7.2 Catalyst and its Subprocessors may retain Subscriber Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that Catalyst ensures the confidentiality of all such Subscriber Personal Data and shall ensure that such Subscriber Personal Data is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.
8. Governing law
8.1 This DPA shall be governed by, and construed in accordance with the laws of Arizona, U.S.A. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to venue in Pima County, Arizona, U.S.A.
Details of the Processing of Subscriber Personal Data
This Annex includes certain details of the processing of Subscriber Personal Data as required by Article 28(3) of the GDPR.
Subject matter and duration of the Processing of Subscriber Personal Data
The subject matter and duration of the Processing of the Subscriber Personal Data are set out in the Agreement and this DPA.
The nature and purpose of the Processing of Subscriber Personal Data
The Subscriber Personal Data will be subject to the following basic processing activities: transmitting, collecting, storing and analyzing data in order to provide the Service to the Subscriber, and any other activities related to the provision of the Service or specified in the Agreement.
The types of Subscriber Personal Data to be processed
The Subscriber Personal Data concern the following categories of data: names; email addresses; personal and professional information; and any other personal data provided by the Subscriber in connection with its use of the Service.
The categories of data subject to whom the Subscriber Personal Data relates
Any categories of individuals whose data the Subscriber extracts, transfers, and/or loads onto the Service, which may include but is not limited to:
- Registered Clients; and
- Past, present and prospective clients, business relationship contacts, and outside counsel contacts of the Subscriber.
The obligations and rights of the Subscriber
The obligations and rights of the Subscriber are as set out in this DPA.