IMPORTANT: YOUR USE OF SERVICES OFFERED BY CATALYST WEB SERVICES, LLC IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.
INTRODUCTION
IMPORTANT – PLEASE READ CAREFULLY: BY CLICKING THE "I AGREE" BUTTON OR BY UTILIZING THE CATALYSTOFFICE SERVICES ("SERVICES") YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. This is a legal agreement ("Agreement," and also referred to as the "Terms of Use") between You and Catalyst Web Services, LLC (“CatalystWeb”), for use of the services which You selected or initiated, which may include CatalystOffice services, intranet applications and web hosting, optional fee based professional services and other services available from time to time (collectively, the "Services"). "You" refers to either (a) the individual or entity that registered and/or provided CatalystWeb with his or her credit card or other payment mechanism for the Services, or (b) if the Services are being purchased on behalf of an entity by an individual authorized to purchase the Services on behalf of such entity, the "You" or, alternatively, "Subscribing Organization" refers to such entity. If You do not agree with the terms of this Agreement, click the "CANCEL" button and do not make any use of the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
1. SERVICES AND INTENDED USE
The Services include an intranet suite of applications including, but not limited to, e-mail, document management, calendar, contacts, tasks, alerts, notes, journal, and instant messaging, in addition to other collaboration, messaging, and conferencing applications. Together, these Services are referred to herein as a "Site" or "Virtual Office." By registering, the individual or the organization identified as the Subscribing Organization in the Site registration process will be assigned a unique URL, and its representatives who have completed a member registration form will be "Members." The Services, all information, products and services contained or described in the Services or any Linked Sites, and the URL may be accessed and used solely by the Subscribing Organization to which such URL is assigned and its Members, solely for purposes of establishing and maintaining an intranet for internal use. CatalystWeb may at any time terminate the Services or any feature of the Services, or the Subscribing Organization's or its Members' access to the Services as provided in Sections 4 and 5 hereof. All changes to the Services will be subject to these Terms of Use.
2. ESTABLISHMENT OF SERVICES; ADMINISTRATION AND BILLING
To establish a CatalystOffice hosted intranet Site or Virtual Office, the Subscribing Organization must complete the Site registration process. To become a Member, an individual must be specifically identified or known to the Subscribing Organization and obtain its specific permission to access the same. The Subscribing Organization must provide accurate and complete information upon Site registration (the "Registration Information"), as well as accurate and complete billing contact information on the billing form ("Billing Information"), and promptly update the Registration and Billing Information so that it is always accurate and complete. The person who completes the Site registration is the initial "Enterprise Manager" for the Site, and exercises certain options to initially determine the level of privacy and security for the Site. For example, s/he will determine what Services the Subscribing Organization will purchase and will supply payment information such as the number of the credit card used for payment. In turn, the “Enterprise Manager” may designate one or more “System Administrators” who may determine which individuals can be a Member of the Site and the level of privileges that Members will possess. Each System Administrator may designate other Members as additional and/or successor System Administrators, and is responsible for confirming that such person(s) accept such responsibility. Upon becoming a System Administrator, a person will be deemed to agree to the obligations of an Enterprise Manager in addition to any obligations of a System Administrator. In addition, any person designated as the Billing Contact in the site billing record will be deemed to assume the rights and obligations of an Enterprise Manager in addition to any obligations of a Billing Contact. All notices from CatalystWeb to the Subscribing Organization will be given to the current Enterprise Manager and/or System Administrator(s) at the e-mail address(es) appearing on the Site, and/or to the Billing Contact e-mail address, as appropriate. In addition, all notices and information sent to CatalystWeb Members will be sent to their individual addresses. In its sole discretion, CatalystWeb will determine the timing, nature, and content of all communications with Enterprise Managers, System Administrators, Billing Contacts and Members.
3. TIME OF DELIVERY
Upon registration, the Subscribing Organization will receive an email to the System Administrator Email Address entered at the time of registration. This email will provide the System Administrator with the URL, Administrator login and password to the Subscribing Organizations CatalystOffice. At this time, the Subscribing Organization can begin creating users and accessing their CatalystOffice workspace.
4. ORGANIZATION URL; PASSWORD; SECURITY
Upon registration, the Subscribing Organization will select a Site name and Members will each select a password, and the Subscribing Organization will be assigned a registration code. CatalystWeb will use reasonable efforts to assign to the Subscribing Organization the Site name that it selects. However, the Subscribing Organization and its Members may not select or use a Site name, and CatalystWeb reserves the right to reject or terminate use of a Site name if it has been previously assigned to another Subscribing Organization or if CatalystWeb, in its sole discretion, determines that (a) the Site name is offensive or its use violates applicable law, (b) multiple sites have been registered by a Subscribing Organization or its Members to avoid purchasing incremental storage space, or simply to reserve site names without the intent to use them, (c) the Subscribing Organization or its Members have selected or are using a Site name of another party with the intent to impersonate that party, (d) the Site name contains, may interfere or be confused with, violate, exploit, or capitalize on, the name, goodwill, trade name, trademark, registered trademark, service mark, or proprietary or other rights of any party, (e) the Subscribing Organization or Members or others acting on its behalf have reserved more than ten Site names or Sites or (f) the Subscribing Organization, its Members or Administrators, have created multiple "free trial" sites for the purpose of avoiding subscription fees. If CatalystWeb rejects or terminates use of a Site name because of a violation or threatened violation of this Section 3, it may elect, at its sole discretion and without prior notice: to select an alternate Site name, to allow the Subscribing Organization to promptly select another acceptable Site name, and/or to Terminate as provided in Section 4 hereof. The Subscribing Organization and its Members are entirely responsible for maintaining the confidentiality of the registration code (if applicable), the passwords, the Site and the information stored on the Site (collectively, the "Site Information"), and all information that they transmit through the Services, for selecting the Members and their privileges, for any and all usage and activities that occur in connection with the registration code (if applicable), passwords, Site name, Site Information and Site, and for all Site content. The Subscribing Organization will notify CatalystWeb immediately of any known or suspected unauthorized use, activities or disclosure of the Site or any information, or any other breach of security. CatalystWeb will not be liable for any failure by the Subscribing Organization or its Members to comply with this Section 3 or any other provision of these Terms of Use. In the event that a dispute arises over the rightful control of any Site, CatalystWeb will have no obligation to any party to continue to grant access to the Site except under an order from a court of competent jurisdiction.
5. TERMINATION OF SERVICES
CatalystWeb, in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services, registration code, any password, Site name, registration, any part or all of the Site, and/or the Subscribing Organization's and/or its Members' access to and use of any part or all of their personally identifiable information (collectively, "Personal Information"), Registration Information, Site Information, the Services and/or the Site, and/or their rights under these Terms of Use (all of the foregoing rights and actions to "Terminate" or a "Termination"), all at any time, including without limitation, if (a) CatalystWeb believes that the Subscribing Organization or a Member has violated or is threatening to violate these Terms of Use or other policy of CatalystWeb, its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, (b) CatalystWeb believes that the Subscribing Organization or any of its Members has accessed or is to attempting to access any part of the Services or Content, or the Site, or Registration Site or Personal Information of any other Subscribing Organization or Member, (c) the Subscribing Organization assigns its rights to the Site or the Site name except as provided for in Section 16(a) of this Agreement, (d) CatalystWeb discontinues the Services or any part thereof for any reason, (e) the Subscribing Organization or a Member makes excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the number of members registered and using the Service in the sole discretion of CatalystWeb, or (f) no member of the Subscribing Organization has logged in for a period of six consecutive months. CatalystWeb reserves the right to investigate the validity of any complaint presented to it that alleges that any Site has been used to conduct fraudulent, abusive or illegal activity, or has been used in any way that violates these Terms of Use. Such investigations may include logging on to the Site and/or reviewing any data or information contained therein. CatalystWeb will not, however, provide any such information to any third party unless required by law or court order.
A Termination described in Section 4(a), (b), (c), (d), or (e) may be made with or without notice and will be effective immediately. In the event of Termination, CatalystWeb may remove and/or permanently delete from its servers all of the Subscribing Organization's and its Members' Site Information, Registration Information and Personal Information and/or all backup copies thereof, without further notice and without any liability of CatalystWeb to the Subscribing Organization, its Members or any third party. Notwithstanding anything in these Terms of Use to the contrary, if CatalystWeb reasonably believes that the Subscribing Organization or any of its Members has violated or is threatening to violate applicable law or the provisions of Section 4(b) or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, CatalystWeb may, without any notice, refer the Subscribing Organization and/or its Members to appropriate law enforcement agencies, and/or immediately remove and/or permanently delete the Site Information, Registration Information and/or Personal Information as otherwise provided herein. If a Subscribing Organization or its Members are the subject of a Termination described in this Section 4, they may not re-register for or continue to use the Services in any manner or for any reason without the written consent of CatalystWeb. If the Subscribing Organization wishes to terminate its Site and use of the Services, it must notify CatalystWeb or do so through the Enterprise Manager section of the CatalystWeb website. The provisions of Sections 6, 10, 13, 14, 15 and 16 will survive any Termination under Section 4 or 5 and any discontinuance.
6. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS
To use the Services, the Subscribing Organization and its Members must obtain and pay any fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and modem or other access device. The Subscribing Organization and its Members may access the Services and the Site only by means of the interface provided by CatalystWeb. Although the Services and Site are generally accessible worldwide, access may not be available to all persons or in all locations. CatalystWeb reserves the right to limit access to the Site or the Services by any Subscribing Organization, Member, or person, or from any location. The Services may contain links to other World Wide Web sites of CatalystWeb’s partners, affiliates, and providers of content or services to CatalystWeb in delivering the Services or to its Subscribing Organizations as part of the Services (collectively, "Third Party Providers") and to other resources and sites (all such sites collectively, "Linked Sites"). Such links are provided for the convenience of the Subscribing Organization and its Members only, and are not reviewed, monitored or controlled by CatalystWeb. CatalystWeb does not endorse, is not responsible for and makes no representation or warranty concerning the reliability or availability of these Linked Sites or Third Party Providers or the accuracy, reliability, completeness or authenticity of their contents, advertising or products, and is not responsible for web casting or any transmission received from any Linked Site. Use of Linked Sites is subject to the privacy policies, terms of service and other conditions applicable to such Sites. All linking to Linked Sites is at the sole risk of the Subscribing Organization and its Members. Any concerns regarding any Linked Site or its content, products or services should be directed to the administrator or webmaster of such Linked Site.
7. REFUND POLICY
CatalystWeb will make adjustments to fees as the Subscribing Organization makes changes to their services. All proration of charges within a month will be based on the number of days remaining in the month when the changes are made. Fees will be assessed based upon Site membership as of the billing date, generally the first calendar day of each month.
Any cancellation will take effect, for billing purposes, as of the last day of the calendar month in which the cancellation request is received by CatalystWeb provided that the request is received by 5 PM EST at least seven (7) days prior to the end of the month. Only requests received in this time frame will be considered a valid cancellation request. Upon receipt of a valid cancellation request, CatalystWeb may deactivate the Site at any time and will stop billing the Subscribing Organization for the cancelled service in future months.
8. FEES
All fees are payable in US dollars unless invoiced or charged by CatalystWeb in another currency, in which case the fees must be paid in the currency invoiced. All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank are the responsibility of the remitting party. Merchant fees charged by credit card companies and by other payment processing organizations assessed to CatalystWeb, will be absorbed by CatalystWeb and are expressly not the responsibility of the remitting party.
During completion of the site subscription, one person is designated as the responsible contact for purposes of billing and payment of fees (the "Billing Contact"). The Billing Contact is not personally liable for the site fees, nor is any individual Site Member. The obligation to pay fees rests with the Subscribing Organization. The Billing Contact may, however elect to furnish a personal credit card for the purpose of paying site fees in which case the furnishing of such information is considered his/her authorization for CatalystWeb to use the card for any and payments related to the Site. The Billing Contact may be changed by the Enterprise Manager directly through the Enterprise Manager login on the website, and when any change is made the Enterprise Manager may receive a confirmation notice of the change by e-mail. The Services are provided on a subscription basis. Unless a Subscribing Organization explicitly and affirmatively opts in, such subscription charges entitle the Subscribing Organization and its Members to use the Services without any banner advertising or sponsorship advertising within the product. Third party opt-in e-mail services, HTML e-mail that may have sponsors or ads within it, and free subscription offers are not considered advertising or sponsorship advertising for purposes of subscription charges. However, CatalystWeb may, in its sole discretion, make available certain product and services such as airline tickets for purchase by Members of Subscribing Organizations and this shall be construed as Services purchased by the Subscribing Organization. Subscribing Organizations and its Members agree that should subscription charges not be paid in a timely manner, CatalystWeb may, in its sole discretion, discontinue service until such time as the payments are brought current. Subscribing Organizations and its Members further agree that should payment for the Services be made to a third party in connection with its offering of our service, and said third party fails to make payments to CatalystWeb, CatalystWeb may, in its sole discretion, discontinue service until such time as the payments are brought current. The Monthly Subscription Fees are charged in accordance with CatalystWeb’s published prices during the time period when the service is provided and no price increase will be put into effect without first informing the Enterprise Manager and Billing Contact by e-mail. Billing will be on a monthly basis. All proration of charges within a month will be based on the number of days remaining in the month. Fees will be assessed based upon Site membership as of the billing date, generally the first calendar day of each month. Pending Members and guest access is not counted in determining Membership for billing purposes.
It is the responsibility of the Enterprise Manager to monitor and update their Site membership. CatalystWeb will not be responsible for deleting Site Member records, nor will it do so if requested. Deletion of Member records must be done by a System Administrator. Subscription fees are billable to the person designated by the Subscribing Organization as indicated in the Site Billing Contact information record, which may be accessed and updated only by the Enterprise Manager through the Enterprise Manager login. It is the Subscribing Organization's responsibility to ensure that the Billing Contact information is complete and accurate at all times. Only the Enterprise Manager or the designated Billing Contact may cancel a site subscription. Cancellation may be made at any time by the Enterprise Manager or Billing Contact through an e-mail instruction from either the Enterprise Manager’s e-mail account or the Billing Contact's e-mail account as contained on the Site or directly from the Enterprise Manager login. Cancellation requests must be addressed to billing@catalystweb.com. Any cancellation will take effect, for billing purposes, as of the last day of the calendar month in which the cancellation request is received by CatalystWeb provided that the request is received by 5 PM EST at least seven (7) days prior to the end of the month. Upon receipt of a valid cancellation request, CatalystWeb may deactivate the Site at any time. Unless and until a cancellation request is received by CatalystWeb, You authorize CatalystWeb to automatically invoice or charge the credit card on file for the full amount of each succeeding month’s subscription. You also authorize CatalystWeb to charge any and all other amounts due to the credit card on file. This includes both one time and periodic fees as they become due. In the event CatalystWeb is unable to collect from this credit card any sums due, You agree to pay such sums, together with any costs incurred by CatalystWeb in collecting such sums, including reasonable attorneys’ fees, and interest at the highest rate permitted by law. In addition, You authorize CatalystWeb to, from time to time and in its sole discretion, undertake steps to determine whether the credit card information provided is current and accurate. Those steps may include, but are not limited to, the use of third party service providers to, among other things, automatically update credit card numbers and expiration dates, addresses, and other applicable information. CatalystWeb reserves the right, without notice or prior approval, to use the updated information for all current and future transactions.
CatalystWeb reserves the right to increase the fees it charges for Services, provided, however, that CatalystWeb will provide no less than thirty (30) days advance notice to existing Subscribers of its intention to do so. Fees for other services, including but not limited to extra disk storage, e-mail storage and SSL security are also charged in accordance with the prices in effect at the time the service is provided.
9. THIRD PARTY (PARTNER) SITES
Subscribing Organizations may register for CatalystWeb Services through a partner who may be a reseller of the Services on behalf of CatalystWeb. In such cases, the Subscribing Organization hereby agrees that CatalystWeb may provide membership, billing and other necessary contact information, including, but not limited to "personally identifiable member information" to the CatalystWeb partner notwithstanding anything contained in these Terms of Use or the CatalystWeb Privacy Policy.
10. FILE STORAGE AND BANDWIDTH USAGE
Storage space for the Subscribing Organization is currently provided in accordance with the CatalystWeb price list in effect at the time the service is provided, and it may be impossible to store some data or information at the Site due to space constraints. The Subscribing Organization agrees that CatalystWeb is not responsible or liable for any insufficient storage capacity or the deletion or failure to store data or information. CatalystWeb reserves the right to limit the file download and/or bandwidth capacity of any or all Sites, in its sole discretion, if it deems such limitation to be in the best interests of the operating performance across all Sites. In addition, CatalystWeb reserves the right on a daily basis to limit the number of e-mails transmitted from its servers for any individual Site or group of related Sites, in its sole discretion.
11. PRIVACY
CatalystWeb respects the privacy of its Subscribing Organizations and Members. Please read our Privacy Statement at http://www.catalystweb.com/privacy_policy.asp, which forms part of these Terms of Use.
12. SUBSCRIBING ORGANIZATION AND MEMBER RESPONSIBILITIES
All Site Information, Registration Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services by the Subscribing Organization or its Members, the confidentiality and privacy of all of the same and of the Site, and all uses of the Services and the Site by the Subscribing Organization and its Members are their sole responsibility. Without limitation, the Subscribing Organization and its Enterprise Manager and System Administrator(s) are responsible for monitoring the contents, use of and access to the Site and all such Information, and use of and access thereto by Members who are minors. Without limitation, the Subscribing Organization agrees that it and its Members will use the Services and the Site only in accordance with these Terms of Use, and will not use them to:
a. upload, store, post, link to, e-mail or otherwise transmit, distribute, publish or disseminate any Site Information, Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information;
b. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;
c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site name, or any Content, or any products or other services (including software) obtained therefrom, or permit access to the same by any unauthorized person or entity;
d. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Organization's or Member's use and enjoyment of the Services;
e. attempt to gain unauthorized access to the Services, Content, other Sites, Registration Information, Site Information or Personal Information, or other computer systems, servers or networks connected to the Services; or
f. violate (intentionally or unintentionally ) any applicable local, state, national or international law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which the Subscribing Organizations and/or its Members reside, and laws and regulations regarding online conduct and acceptable content of the Subscribing Organization's and its Members' transmissions, Site and Site Information.
13. ANTI-SPAM POLICY
CatalystWeb does not condone or allow spam. The Subscribing Organization and its Members may not use the Services, Content, CatalystWeb name or servers, the Site Information or the Sites to e-mail or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, "junk email," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with respect to the Sites, Site Information or any other business, product or service, and may not use the Site name as the return address on any unsolicited communication. Without limitation, Subscribing Organizations and Members may not use the "Invite Others to This Site" feature of the Services to send e-mail communications to a prospective Member unless they have a reasonable basis to believe that the recipient will want to become a Member. We encourage Subscribing Organization and its Members to help us enforce this policy. To report a violation, contact us at support@catalystweb.com. As provided in the Privacy Policy at http://www.catalystweb.com/privacy_policy.asp, CatalystWeb will cooperate with legal authorities in releasing information about Subscribing Organizations and Members who violate this Anti-Spam Policy.
14. BACKUP
CatalystWeb regularly backs up Site Information stored on the Site, and stores the same for a limited time. Subject to the limitations set forth in Sections 4 and 5 hereof, upon the Subscribing Organization's request and payment of the then-current fee, we will make reasonable efforts to restore Site Information; provided, however, that CatalystWeb will have no liability for any failure to back up or restore such Site Information, or for interruptions, delay or suspension of access to or unavailability of Site, Registration or Personal Information, or any loss of such Information, data or transmissions.
15. WARRANTY DISCLAIMERS
YOU UNDERSTAND AND AGREE THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE”. CATALYSTWEB EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CATALYSTWEB MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE SITE, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBING ORGANIZATION OR MEMBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND THE SITE ARE AT YOUR, THE SUBSCRIBING ORGANIZATION’S AND/OR MEMBER’S SOLE RISK. YOU, THE SUBSCRIBING ORGANIZATION AND ITS MEMBERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, THE SUBSCRIBING ORGANIZATION, THE MEMBER, THE SITE, AND ANY LINKED SITES RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to You, the Subscribing Organization or the Member. In that event, such warranties are limited to the maximum warranty scope and period allowed by applicable law.
16. LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CATALYSTWEB, ITS PARENTS, SUBSIDIARIES, MEMBERS, OFFICERS, EMPLOYEES, SPONSORS, PARTNERS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE SITE, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF CATALYSTWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CATALYSTWEB’S MAXIMUM CUMULATIVE LIABILITY AND YOUR, THE SUBSCRIBING ORGANIZATION’S AND ITS MEMBERS’ EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, THE SUBSCRIBING ORGANIZATION OR THE MEMBER FOR THE SUBSCRIPTION SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to either You, the Subscribing Organization or its Members.
17. INDEMNITY
You, the Subscribing Organization and its Members agree, to the extent allowed under federal law, to indemnify and hold CatalystWeb or its parents, subsidiaries, affiliates, members, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable attorneys' fees, arising directly or indirectly out of (a) Your, the Subscribing Organization's or its Members' use of or connection to the Services, this website, the Site, or the Materials, (b) Site Information or other information transmitted or stored by You, the Subscribing Organization or its Members through or on the Site or the Services, (c) activities in connection therewith, or (d) You, the Subscribing Organization's or its Members' breach of this Agreement or violation of the rights of any other party.
18. PROPRIETARY RIGHTS
The Services, this website, and all Content, and all trademarks, including but not limited to all material distributed or presented to the Subscribing Organization or its Members through the Services by CatalystWeb or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole property of CatalystWeb, or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to CatalystWeb through this Website, in writing, by e-mail or otherwise to CatalystWeb will be the property of CatalystWeb and CatalystWeb will have all rights therein without any obligation to compensate the Subscribing Organization or its Members. All Site Information will remain the sole property of the Subscribing Organization, its Members or any party with rights therein. Any rights not expressly granted herein are reserved.
All materials published by CatalystWeb and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and trademarks, and information contained on any Linked Sites (collectively, the "Content") are the property of or controlled by CatalystWeb or the party credited as the provider of the Content.
The Subscribing Organization and its Members will respect all proprietary rights of CatalystWeb and its Third Party Providers in and to the Content, Site name, Services, and Site, any products or other services obtained there from.
19. MISCELLANEOUS
a. Assignment. Neither party may assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign their rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party and CatalystWeb may assign its rights and delegate its obligations in whole or in part to an affiliate, provided that either party may terminate this agreement upon 10 days notice, if the assignee can be reasonably considered a competitor of the non-assigning party.
b. Governing Law. These Terms of Use are governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Any court of competent jurisdiction having jurisdiction within the City of Alexandria, Virginia will be the exclusive jurisdiction and venue for any dispute arising out of or relating to these Terms of Use. You hereby waive any argument that any such court does not have jurisdiction over You or such dispute or that venue in any such court is not appropriate or convenient. You may not institute any action in any form arising out of the use of the Services or these Terms of Use more than eighteen (18) months after such cause of action has arisen. CatalystWeb will be entitled to recover its court costs and reasonable attorneys’ fees and expenses incurred in successfully proving any breach of any term of this Agreement.
c. Interpretation and Conflicting Terms. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. CatalystWeb shall not be bound by terms additional to or different from those in this Agreement that appear in Your acknowledgements, purchase orders, quotations, prior understandings, or in any other communications between the parties, unless such terms are expressly agreed to by amendment to this Agreement, and are executed by both You and CatalystWeb.
d. Force Majeure. Except for Your obligation to pay for the Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
e. Waivers. The waiver of any one breach, default or right granted under this Agreement will not constitute the waiver of any subsequent breach, default or right granted. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.
f. Use of the Services. You may use the Services only for sessions or meetings in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and CatalystWeb. You may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. You will not modify, make derivative works of, disassemble, decompile or reverse engineer the Site, Services or any component thereof.
g. U.S. Export Law. You acknowledge that the Services are subject to U.S. export control laws and regulations. You represent that you are not a citizen of an embargoed country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations and lists. You will not use, export or allow a third party to use or export the Services in any manner that would violate applicable law, including but not limited to applicable export control laws and regulations.
20. REPRESENTATIONS OF SUBSCRIBING ORGANIZATION
By registering and accepting these Terms of Use, the Enterprise Manager on behalf of the Subscribing Organization and all of its Members, and each Member on its individual behalf, hereby represents and warrants to CatalystWeb that: a. s/he is the duly authorized Enterprise Manager or Member of the Subscribing Organization and has the authority and legal capacity to register and accept these Terms of Use on behalf of the Subscribing Organization and to bind the Subscribing Organization thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby; b. all Members are at least 18 years of age, or are at least thirteen (13) years of age and have parental permission to establish a Site and/or use and access the Services; c. (i) the Subscribing Organization and its Members are eligible to establish a Site and to become Members, (ii) the Subscribing Organization and its Members accept and agree to be bound by these Terms of Use, and the Subscribing Organization will take all steps necessary to ensure that its Members so accept and are bound by the same, without limitation or qualification, and (iii) the Subscribing Organization and Members will regularly review these Terms of Use, and in the event of any change, the Subscribing Organization's or Member's failure to promptly discontinue use of the Services and Site as provided in Section 4 hereof will be deemed to indicate the agreement of the Subscribing Organization, on its own behalf and on behalf of its Members, and of its Members to accept and be bound by such changes.
21. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Catalyst Web Services, LLC, 612 N. Emerson Street, Arlington, Virginia 22203 (USA); (703) 740-5740.
22. COPYRIGHT AND TRADEMARK INFORMATION
All trademarks, service marks and logos used in this Site are the property of their respective owners. All contents of this Site are the property of CatalystWeb and/or its suppliers.
