CatalystXL Terms of Services
These CatalystXL Terms of Service (“Agreement”) are between CatalystXL, Inc. (“CatalystXL”) and you
(“Customer”, ”You”, or “Your”) for the provision of CatalystXL’s sales enablement platform and mobile
application via a Software-as-a-Service model (“SaaS Product”). This Agreement establishes terms and
conditions for the purchase and provision of subscriptions to the SaaS Product (“Subscription(s)”) to Customer.
BY CLICKING THE “AGREE” BUTTON, SETTING UP AN ACCOUNT ON CATALYSTXL’S WEBSITE
OR USING THE SAAS PRODUCT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND
THIS AGREEMENT; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND
BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE “AGREE” BUTTON, SET
UP AN ACCOUNT ON CATALYSTXL’S WEBSITE OR USE THE SAAS PRODUCT.
1. License Grant
Subject to the terms of this Agreement, CatalystXL grants Customer a limited, revocable, non-exclusive,
non-sublicensable, non-transferrable license to access and use the SaaS Product solely in accordance with this
Agreement for Customer’s internal business purposes.
2. Provision of the SaaS Product
a. Generally. CatalystXL will make the SaaS Product available to Customer through its website.
CatalystXL may alter the features of the SaaS Product at any time. Customer is responsible for meeting the then-
current hardware, operating system, browser and other technical requirements necessary to properly use and
access the SaaS Product. CatalystXL shall not be responsible for any unauthorized access to, or alteration of,
Customer’s transmissions, data, or Customer Data (defined in Section 4(a)), or any material, information or data
sent or received, regardless of whether the data is actually received by CatalystXL, or any transactions entered
into through the SaaS Product or failure to abide by this Agreement. CatalystXL shall not be responsible or
liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, or for any
actions or omissions which CatalystXL takes in reliance upon Customer’s Customer Data.
b. Additional Functionalities. CatalystXL may offer new and additional SaaS Product features,
functionality, or capabilities subject to an additional fee.
c. Customer Obligations. Customer will (i) be exclusively responsible for all of its users’ compliance with
this Agreement; (ii) be responsible for the accuracy, quality and legality of Customer Data and the means by
which Customer acquired Customer Data; (iii) use commercially reasonable efforts to prevent unauthorized
access to the SaaS Product or use of Services, and notify CatalystXL promptly of any unauthorized access or
use; (iv) use the SaaS Product and/or Services only in accordance with the documentation and all applicable
laws and government regulations; (v) be solely responsible for usage of contact information (e.g., names, phone
and facsimile numbers, e-mail addresses and physical addresses) in compliance with applicable laws and
government regulations; and (vi) be solely responsible for ensuring that processing of personal data by or using
the SaaS Product complies with applicable law.
3. Use of the SaaS Product
a. Usernames and Passwords. Customer will either be assigned usernames and passwords, or will be
authorized to create usernames and passwords. Customer shall use SaaS industry standard practices to restrict
the use of its usernames and passwords, provided that Customer shall remain fully liable and responsible for any
activity under its usernames. If Customer believes its usernames and/or passwords have been compromised,
Customer shall immediately notify CatalystXL.
b. Delivery of Data and Consents. If Customer delivers data to CatalystXL, Customer will be responsible
for ensuring that such use is allowed under the law, regulation, and agreements applicable to Customer. This
CatalystXL and its use as disclosed to Customer by CatalystXL; (ii) securing any required consents; (iii)
ensuring the accuracy and validity of any information provided to CatalystXL; and (iv) timely informing
CatalystXL of opt out requests received after delivery of the data.
c. Use Restrictions. If Customer uses any functionality to link or direct online traffic to third-party sites,
not use the SaaS Product to: (i) share illegal, inappropriate, or offensive content or promote or commit illegal
activities; (ii) make threats or organize acts of real-world violence; (iii) infringe upon the intellectual property
rights of others; (iv) harass or violate the privacy rights of others; or (v) spam others, including by providing
irrelevant or inappropriate advertising, promotional, or solicitation content.
d. Suspension of Access and Use. CatalystXL may suspend Customer’s right to access or use any portion
of or all of the SaaS Product immediately upon notice to Customer if CatalystXL reasonably determines
Customer’s use of the SaaS Product: (i) poses a security risk to the SaaS Product or any third party; (ii) risks
adversely impacting CatalystXL’s systems, the SaaS Product or the systems or content of any other CatalystXL
customer; (iii) risks subjecting CatalystXL or its licensors to liability; or (iv) Customer is in breach of this
Agreement. CatalystXL will use commercially reasonable efforts to restore Customer’s rights to use and access
those portions of the SaaS Product that gave rise to the suspension promptly after Customer has resolved the
problem giving rise to the suspension.
4. Ownership and Use Rights
a. Customer Data. Customer owns all data delivered to CatalystXL by Customer or collected by
CatalystXL on behalf of Customer (“Customer Data”). Customer grants CatalystXL a perpetual, non-exclusive,
worldwide, sublicensable, transferable license to the Customer Data for the purposes of: (i) providing the SaaS
Product to Customer; (ii) improving the SaaS Product; and (iii) developing and publishing broadly applicable
benchmarks, but only when the Customer Data has been aggregated and/or de-identified such that the
publication cannot be used to identify Customer. Customer represents and warrants that Customer Data does not
infringe any copyright, trademark, trade secret, patent or other right of any third party. CatalystXL shall be
entitled to rely on the accuracy, truthfulness, completeness and appropriateness of all Customer Data. Customer
will defend CatalystXL against claims, causes of action, and investigations by third parties and will indemnify
CatalystXL against any resulting judgments, fines, settlements, court costs, and reasonable attorneys’ fees for
third party claims resulting from Customer’s breach of Sections 3 and 4 with respect to Customer Data delivered
to, or collected by, CatalystXL on behalf of Customer.
b. SaaS Product. CatalystXL, its affiliates, and its licensors own all rights, title, and interest in and to the
SaaS Product, and all related technology and intellectual property right, including to all modifications,
improvements, and derivative works created. Except as provided in this Agreement, Customer obtains no rights
under this Agreement from CatalystXL or its licensors to the SaaS Product, including without limitation any
related intellectual property rights. CatalystXL reserves all intellectual property rights not explicitly granted
herein. All rights not expressly granted to Customer in this Agreement are reserved by CatalystXL, and
Customer may not use the SaaS Product in any manner not expressly authorized by this Agreement. CatalystXL
shall have the right, but not obligation, to refuse to incorporate into the SaaS Product or to remove from the
SaaS Product, at any time, without prior notice to Customer, any Customer Data that, in CatalystXL’s sole
opinion, is defamatory, threatening, obscene, indecent, patently offensive, violative of the proprietary rights of a
third party or otherwise tortious; provided, however, that such right will not relieve the Customer any of its
indemnification obligations under this Agreement.
c. Documentation. CatalystXL owns the SaaS Product documentation and all derivative works thereof
(except for any Customer Confidential Information contained in documentation created specifically for
Customer). CatalystXL grants Customer a non-exclusive, worldwide limited license to use, copy, and make
derivative works of the SaaS Product documentation during the term of a Subscription.
d. Trademarks. Customer grants CatalystXL a limited, non-exclusive license to mark Customer’s instance
of the SaaS Product with Customer’s trademarks, when requested by Customer and subject to Customer
approval for consistency with its branding guidelines.
e. License Restrictions. Customer shall not use the SaaS Product in any manner or for any purpose other
than as expressly permitted by this Agreement. Customer shall not, and shall not attempt to: (i) modify, alter,
tamper with, repair, or otherwise create derivative works of any content included in the SaaS Product (except to
the extent content included in the SaaS Product are provided to Customer under a separate license that expressly
permits the creation of derivative works), (ii) reverse engineer, disassemble, or decompile the SaaS Product or
apply any other process or procedure to derive the source code of any software included in the SaaS Product,
(iii) access or use the SaaS Product in a way intended to avoid incurring fees or exceeding usage limits or
quotas, (iv) resell or sublicense the SaaS Product; (v) distribute malware, viruses, or any other harmful code; or
(vi) access, tamper with, or use non-public areas of CatalystXL’s systems, or break or circumvent CatalystXL’s
authentication or security measures or otherwise test the vulnerability of CatalystXL’s systems or networks.
Customer will not assert, nor will Customer authorize, assist, or encourage any third party to assert, any
intellectual property infringement claim regarding any SaaS Product Customer has used. Customer will not
misrepresent or embellish the relationship between CatalystXL and Customer (including by expressing or
implying that CatalystXL supports, sponsors, endorses, or contributes to Customer or Customer’s business
endeavors). Customer will not imply any relationship or affiliation between CatalystXL and Customer except as
expressly permitted by this Agreement.
f. Hosting. Customer acknowledges and agrees that CatalystXL may use a third party to host the SaaS
Product. CatalystXL shall ensure that such third-party hosting provider maintains compliance with industry
standards for information and data security. To the extent permitted by agreements with such third-party hosting
provider, CatalystXL shall make available to Customer, upon Customer requests, copies of such certifications,
audit reports, and/or summaries of the same, provided that Customer may be required to enter into a
confidentiality agreement with such third party hosting provider. The SaaS Product is controlled and operated
from facilities in the United States. CatalystXL makes no representations that the SaaS Product is appropriate or
available for use in other locations. Those who access or use the SaaS Product from other jurisdictions do so at
their own volition and are entirely responsible for compliance with all applicable United States and local laws
and regulations, including export and import regulations.
g. Privacy and Data Security. During the term of this Agreement, CatalystXL will maintain reasonable
administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of
the Customer Data. Except as otherwise set forth in this Agreement, CatalystXL will not use Customer Data
except to provide the SaaS Product, or to prevent or address service or technical problems, in accordance with
this Agreement or as instructed by Customer. If CatalystXL detects or becomes aware of a breach of its
obligations under this Section 4(g) resulting in unauthorized access to Customer Data, CatalystXL will promptly
report such breach to Customer. CatalystXL will use commercially reasonable efforts to perform a root cause
assessment and remedy such breach in a timely manner. Access to the SaaS Product is password-controlled.
Customer is responsible for maintaining the security of user passwords and will instruct its users as to the
importance of maintaining the confidentiality of passwords and/or user identifications. Further, Customer is
solely responsible for determining whether or not to require its users to utilize two-factor authentication or any
other multi-factor authentication method as may be available in order to enable an additional layer of security
beyond CatalystXL’s default security settings. Customer is responsible for enforcing its own internal
information security governance framework with respect to its users’ access to Customer’s account, including
assigning roles and specifying access rights. Customer is further responsible for the identity management of its
users and must ensure that only authorized users have access to the Customer’s account. To the extent required
by applicable international, U.S., state and local laws, rules, regulations, or ordinances, including, without
limitation, all applicable data privacy and security laws, rules, and regulations, (including without limitation the
California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) to the extent
applicable), in each case as may be amended from time to time, Customer shall enter into a data processing
agreement on CatalystXL’s standard form therefore setting forth the terms applicable to the processing of
Customer Data hereunder.
To the extent the SaaS Product or any portion thereof is made available for any fee, you will be required to
select a payment plan and provide CatalystXL information regarding your credit card or other payment
instrument. You represent and warrant to CatalystXL that such information is true and that You are authorized
to use the payment instrument. You will promptly update your account information with any changes (for
example, a change in your billing address or credit card expiration date) that may occur. You agree to pay
CatalystXL the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with
the terms of such plan and this Agreement. You hereby authorize CatalystXL to bill your payment instrument in
accordance with the terms of the applicable payment plan (as well as any applicable taxes) until You terminate
your account, and You further agree to pay any charges so incurred. If You dispute any charges You must let
CatalystXL know within sixty (60) days after the date that CatalystXL charges You. CatalystXL reserves the
right to change its prices. Your continued use of the SaaS Product after the price change becomes effective
constitutes Your agreement to pay the changed amount. You shall be responsible for all taxes associated with
the SaaS Product other than U.S. taxes based on CatalystXL’s net income
6. Warranties and Disclaimer of Warranties
Each party represents and warrants to the other that: (a) it has full power and authority to enter in and perform
this Agreement; (b) the execution and delivery of this Agreement has been duly authorized; (c) it will comply
with all laws, rules, regulations and ordinances that are applicable to that party in its performance of its
obligations under this Agreement; and (d) its performance hereunder does not breach any other agreement to
which it is bound. THE SAAS PRODUCT IS PROVIDED “AS IS.” EXCEPT TO THE EXTENT
PROHIBITED BY LAW, CATALYSTXL, ITS AFFILIATES AND ITS LICENSORS MAKE NO OTHER
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, REGARDING THE SAAS PRODUCT, AND DISCLAIM ALL OTHER
WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (A) OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT, AND QUIET ENJOYMENT, (B) ARISING OUT OF ANY COURSE OF DEALING OR
USAGE OF TRADE, (C) THAT THE SAAS PRODUCT WILL BE UNINTERRUPTED, ERROR FREE, OR
FREE OF HARMFUL COMPONENTS, AND (D) THAT ANY CONTENT, INCLUDING CUSTOMER
CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR
7. Usage Review
CatalystXL or its designee may inspect Your instance of the SaaS Product to verify Your compliance with this
Agreement. You agree to respond promptly to requests for information, documents and/or records, and
reasonably cooperate in connection with any such verification. If CatalystXL notifies You of any
noncompliance or underpayment, then You will resolve the non-compliance and/or underpayment within thirty
(30) days from the date of notice.
This Section supersedes and replaces any non-disclosure or confidentiality agreement entered into by the parties.
“Confidential Information” means all information provided by a disclosing party to a receiving party that a
reasonable party would deem to be confidential, including: (a) all information that is marked confidential; (b)
the terms of this Agreement; (c) features and functionality of the SaaS Product; and (d) Customer Data. Each
party shall use the other party’s Confidential Information only for the purposes of this Agreement. Each party
shall maintain the confidentiality of the other party’s Confidential Information in the same manner in which it
protects its own Confidential Information of like kind, but in no event shall either party take less than reasonable
precautions to prevent the unauthorized disclosure or use of the other party’s Confidential Information. Each
party is permitted to disclose the other party’s Confidential Information to its employees, contractors and other
third parties on a need to know basis only, provided that such employees, contractors and/or third parties have
contractual or legal confidentiality obligations to that party no less stringent than those contained in this
Agreement. Each party shall be and remain fully liable and responsible for its employees’, contractors’ and/or
other third parties’ unauthorized disclosure or use of the other party’s Confidential Information. Each party is
permitted to disclose the other party’s Confidential Information as legally required in response to a court order,
subpoena, administrative proceeding and/or similar legal process; provided that it, to the extent legally
permitted, gives the other party reasonable notice of the request, and an opportunity to defend and/or attempt to
limit or prevent the disclosure of its Confidential Information. The confidentiality provisions of this Agreement
do not apply to information that is or becomes generally available or known to the public through no act or
omission of the receiving party; was received lawfully from a third party through no breach of any obligation of
confidentiality owed to the disclosing party; or created by a party independently of its access to or use of the
other party’s Confidential Information. Upon termination of this Agreement, each party shall return the other
party’s Confidential Information and shall not use the other party’s Confidential Information for its own, or any
third party’s, benefit. The provisions of this Section shall survive termination of this Agreement for so long as
the Confidential Information remains confidential.
CatalystXL will defend against claims, causes of action, and investigations by third parties and will indemnify
Customer against any resulting judgments, fines, settlements, court costs, and reasonable attorneys’ fees for
third party claims alleging that the SaaS Product infringes a U.S. patent, copyright, or trade secret.
Notwithstanding the foregoing, CatalystXL shall have no obligation to defend or indemnify Customer: (a) if the
alleged infringement arises from a modification of the SaaS Product, unless such modification was performed by
CatalystXL or by a third party on CatalystXL’s behalf; (b) if Customer misused the SaaS Product or the third
party claim result from Customer’s breach of this Agreement; or (c) if the alleged infringement arises from the
combination of the SaaS Product with, or to the extent the third party claim is based on, any information, design,
specification, instruction, software, service, data, hardware, material, product or process not provided by
If CatalystXL believes or it is determined that the SaaS Product violates, or may have violated a third party’s
intellectual property rights, CatalystXL may choose to either modify the SaaS Product to be non-infringing
(while substantially preserving its functionality) or obtain a license to allow for continued use, or if these
alternatives are not commercially reasonable, CatalystXL may end the Subscription for the SaaS Product and
refund any unused, prepaid fees that Customer may have paid to CatalystXL for the SaaS Product. This Section
10 provides Customer’s exclusive remedy for any infringement claims or damages related to this Agreement.
Customer will defend against claims, causes of action, and investigations by third parties and will indemnify
CatalystXL against any resulting judgments, fines, settlements, court costs, and reasonable attorneys’ fees for
third party claims alleging that the Customer Data infringes a U.S. patent, copyright, or trade secret.
The indemnified party must provide timely notice of a claim for which it seeks indemnification, provided that
untimely notice will only relieve the indemnifying party of its defense and indemnification obligations if the
indemnifying party is actually prejudiced as a result of the untimely notice. The indemnified party will provide
reasonable assistance to the indemnifying party in the defense of any such third party claims. The indemnifying
party will have sole control over the defense, but the indemnified party will have the right to obtain its own
counsel at its own cost.
10. Limitation of Damages and Liability
In no event shall CatalystXL be liable for any consequential, special, incidental, punitive, exemplary, or indirect
damages; or for lost profits, lost revenues, harm to goodwill, loss of sales, loss of data, loss of data use, loss of
reputation, or the costs of procuring replacement services, regardless of whether such damage was foreseeable.
This limitation will apply to all claims under all theories of law and equity, except where prohibited by law. In
no event shall the aggregate liability of CatalystXL arising out of or related to this Agreement, whether in
contract, tort, or otherwise, exceed the total amounts actually paid or payable by Customer during the twelve
(12) months immediately preceding the event giving rise to such liability.
CatalystXL may include the Customer name and logo on its public customer list. CatalystXL may also partner
with Customer on co-marketing and public relations activities, to demonstrate the launch and success of the
SaaS Product (e.g. press release, case study, video). Customer grants CatalystXL a perpetual, non-exclusive,
worldwide license to use its trademark for these limited purposes.
12. General Terms
a. Authority. Each party warrants that it has the authority to enter into this Agreement.
b. Assignment. Customer may not assign this Agreement, in whole or in part, without CatalystXL’s prior
express written consent, which shall not be unreasonably withheld or delayed. Any attempted assignment
without such written consent shall be void. Subject to the foregoing, this Agreement will be binding upon and
will inure to the benefit of the parties and their respective successors and assigns.
c. Force Majeure. Except for Customer’s obligation to pay for access to the SaaS Product to which it had
access, neither party shall be liable for any failure or delay in performing its obligations hereunder during any
period in which such performance is prevented or delayed by causes beyond its reasonable control, including
without limitation, flood, war, embargo, riot, epidemics or the intervention of any government authority,
unrelated to any act or failure to act by the party claiming the force majeure event.
d. Independent Contractors. CatalystXL is an independent contractor, and each party agrees that no
partnership, joint venture, or agency relationship exists between the parties. Neither party has the authority to
create any obligations for the other, or to bind the other to any statement, representation or document.
e. Export Compliance. Customer will comply with the export control and economic sanctions laws and
regulations of the United States and other applicable jurisdictions. Consistent with that obligation, Customer
will not make the SaaS Product available to any person or entity that is: (i) located in a country that is subject to
a U.S. government embargo, (ii) listed on a U.S. government list of prohibited or restricted parties, or (iii)
engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.
f. Governing Law and Forum. This Agreement shall be construed in accordance with the laws of the State
of Michigan excluding its conflict of law provisions. The parties agree that the exclusive jurisdiction for the
institution and maintenance of any action for judicial relief shall be in either the State courts sitting in Wayne
County, Michigan or the United States District Court for the Eastern District of Michigan. Each party hereby
waives any claim that such court does not have personal jurisdiction over it or is an inconvenient forum.
g. No Waiver. The failure of a party to timely enforce an obligation under this Agreement will only be
construed as a waiver if given in writing and will not act to waive any other obligation, including any future
occurrence of the waived obligation.
h. Complete Agreement. This Agreement represents the entire agreement between the parties with respect
to its subject matter and supersedes all prior oral or written representations, agreements, or other
communications, relating to the subject matter of this Agreement.
i. Amendments. This Agreement may be amended from time to time by CatalystXL at its discretion.
Company’s continued use of the SaaS Product or account on CatalystXL’s website will constitute its acceptance
of such changes..
j. Subcontractors. CatalystXL may utilize subcontractors to provide the SaaS Product, provided that: (i)
CatalystXL has bound the subcontractor to agreements requiring it to conform to law, regulation, and the
quality, confidentiality, and privacy standards reflected in this Agreement; and (ii) CatalystXL remains
responsible for delivery of the SaaS Product.
k. Notices. All notices under this Agreement must be in writing and sent either by hand delivery; certified
mail, return receipt requested; overnight courier; email; or by facsimile (with a confirming copy by certified
mail or overnight courier) and will be effective when received by such party, or refused by such party. Notices
to CatalystXL shall be sent to: 42 Harbor Hill Road, Grosse Pointe Farms, MI 48236, Attention: Mark
Russell. Notices to Customer shall be sent to any physical or electronic address that CatalystXL maintains on
file for Customer.
l. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, such provision will be enforced to the fullest extent that it is valid and enforceable
under applicable law. All other provisions of this Agreement shall remain in full force and effect.
m. Waiver of Jury Trial. FOR THEIR MUTUAL BENEFIT, CATALYSTXL AND CUSTOMER WAIVE
ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE
OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT.