Catalyst Research Alliance Terms and Conditions
Welcome to the Catalyst Research Alliance, Inc. (“Catalyst”) [online store] (the “Service”). Catalyst provides the Service subject to the following terms and conditions. By using the Service, you agree to these terms and conditions, and these terms and conditions create a contract between you and Catalyst (the “Agreement”).
Please read the Agreement carefully.
A. INTRODUCTION TO THE SERVICE
This Agreement governs your use of the Service, through which you can buy, get, license, rent or subscribe to software and other in-software services (collectively, the “Software”). The Service is available for your use in your country of residence (“Home Country”).
B. USING OUR SERVICE
PAYMENTS, TAXES, AND REFUNDS
You can acquire Software on our Service for free or for a charge, either of which is referred to as a “Transaction.” Each Transaction is an electronic contract between you and Catalyst, and you and the entity providing the Software on our Service (the “Software Provider”). Catalyst will charge your payment method (such as your credit card or debit card) for any paid Transactions, including any applicable taxes. All Transactions are final. Software prices may change at any time. If technical problems prevent or unreasonably delay delivery of Software, your exclusive and sole remedy is either replacement of the Software or refund of the price paid, as determined by Catalyst. From time to time, Catalyst may refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behavior that entitles Catalyst to a corresponding counterclaim.
Using our Service and accessing your Software requires a Catalyst ID. Your Catalyst ID is valuable, and you are responsible for maintaining its confidentiality and security. Catalyst is not responsible for any losses arising from the unauthorized use of your Catalyst ID. Please contact Catalyst if you suspect that your Catalyst ID has been compromised. You must be age 13 (or equivalent minimum age in your Home Country, as set forth in the registration process) to create a Catalyst ID and use our Service.
The Software may allow you to purchase access to content or services on a subscription basis (“Paid Subscriptions”). Paid Subscriptions automatically renew until cancelled in the [Manage Subscriptions] section of your account settings. We will notify you if the price of a Paid Subscription increases and, if required, seek your consent to continue. You will be charged no more than 24 hours prior to the start of the latest Paid Subscription period. Certain Paid Subscriptions may offer a free trial prior to charging your payment method. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, cancel the subscription before the free trial ends.
C. ADDITIONAL SERVICE TERMS
LICENSE OF SOFTWARE
Software made available through the Service is licensed, not sold, to you. Your license to the Software is subject to your prior acceptance of the Software’s end user license agreement between you and the Software Provider (“Governing EULA”), and the Governing EULA governs your license to and use of the Software. The Software is licensed by the Software Provider to you. Catalyst acts as an agent for Software Providers in providing the Service and is not a party to the Governing EULA between you and the Software Provider. The Software Provider is solely responsible for Software, warranties, and claims that you may have related to the Software. You acknowledge and agree that Catalyst is a third-party beneficiary of the Governing EULA applicable to the Software and may therefore enforce such agreement.
SOFTWARE MAINTENANCE AND SUPPORT
Software Providers are responsible for providing maintenance and support for the Software.
SOFTWARE END USER LICENSE AGREEMENT
D. MISCELLANEOUS TERMS
Catalyst reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Service. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Service will be deemed acceptance thereof.
You agree that the Service, including but not limited to graphics, user interface, and the scripts and software used to implement the Service, contain proprietary information and material that is owned by Catalyst and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service for personal, noncommercial uses in compliance with this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Service in any manner, and you shall not exploit the Service in any manner not expressly authorized. The Catalyst name, logo, and other Catalyst trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Catalyst in the U.S. and other countries throughout the world. You are granted no right or license with respect to any of the aforesaid trademarks.
TERMINATION AND SUSPENSION OF SERVICES
If you fail, or Catalyst suspects that you have failed, to comply with any of the provisions of this Agreement, Catalyst may, without notice to you: (i) terminate this Agreement and/or your Catalyst ID, and you will remain liable for all amounts due under your Catalyst ID up to and including the date of termination; and/or (ii) terminate your license to the Software; and/or (iii) preclude your access to the Service. Catalyst further reserves the right to modify, suspend, or discontinue the Service at any time with or without notice to you, and Catalyst will not be liable to you or to any third party should it exercise such rights.
DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION
CATALYST DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME CATALYST MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, CANCEL THE SERVICE AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE SERVICE WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL SOFTWARE DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY THE APPLICABLE GOVERNING EULA) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLICABLE TO YOU. IN NO CASE SHALL CATALYST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICE OR SOFTWARE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE AND/OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY SOFTWARE, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY SOFTWARE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH COUNTRIES, STATES OR JURISDICTIONS, CATALYST’S LIABILITY SHALL BE LIMITED TO THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW. CATALYST SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE CATALYST FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY. CATALYST DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE CATALYST FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT ACQUIRED OR RENTED THROUGH THE SERVICE. CATALYST IS NOT RESPONSIBLE FOR DATA CHARGES YOU MAY INCUR FOR DOWNLOADING FILES OVER A DATA CONNECTION.
WAIVER AND INDEMNITY
BY USING THE SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD CATALYST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY CATALYST AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM CATALYST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF CATALYST’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
STATUTORY EXCEPTIONS FOR PUBLIC INSTITUTIONS
If you are a qualified public educational or government institution and any part of this Agreement, such as, by way of example, all or part of the indemnification section, is invalid or unenforceable against you because of applicable local, national, state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law.
Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Catalyst, and all Transactions on the Service shall be governed by the laws of the State of North Carolina, excluding its conflicts of law provisions. You and Catalyst agree to submit to the personal and exclusive jurisdiction of the courts located within Wake County, North Carolina, to resolve any dispute or claim arising from this Agreement. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
This Agreement constitutes the entire agreement between you and Catalyst and governs your use of the Service, superseding any prior agreements with respect to the same subject matter between you and Catalyst. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, third-party software, or additional services. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Catalyst’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Catalyst will not be responsible for failures to fulfill any obligations due to causes beyond its control. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service. Your use of the Service may also be subject to other laws. Risk of loss for all electronically delivered Transactions pass to the acquirer upon electronic transmission to the recipient. No Catalyst employee or agent has the authority to vary this Agreement. Catalyst may notify you with respect to the Service by sending an email message to your email address or a letter via postal mail to your mailing address, or by a posting on the Service. Notices shall become effective immediately. Catalyst may also contact you by email or push notification to send you additional information about the Service. You hereby grant Catalyst the right to take steps Catalyst believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Catalyst has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Catalyst believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Catalyst’s right to cooperate with any legal process relating to your use of the Service, and/or a third-party claim that your use of the Service is unlawful and/or infringes such third party’s rights). Children under the age of majority should review this Agreement with their parent or guardian to ensure that the child and parent or legal guardian understand it.