Please read these terms and conditions of use carefully before using the KATALYST website or any other KATALYST product or service.
The terms, conditions and notices contained or referenced herein ('Terms of Use') apply to your use of, and registration with, KATALYSTOS.com and any related products, features and services. Your access to, browsing, review and use of the Site are subject to these Terms of Use and all applicable laws.
By accessing and using the Site (as defined below), you accept and acknowledge and agree to be bound by these Terms of Use without limitation or qualification. If you do not agree to all of these Terms of Use, please do not click the box confirming that you agree to be bound by these Terms and Conditions and do not use or access the Site. If, at any time, any part of the Terms of Use is no longer acceptable to you, immediately terminate your use of the Site.
1. GENERAL; OWNERSHIP; CERTAIN PROHIBITIONS
Use of our website KATALYSTOS.com, and any social media platform, mobile application or other website associated with this website (collectively, the “KATALYST Site” or the “Site”), and all products and services provided and/or distributed (whether via this Website or elsewhere) by KATALYST LLC (“KATALYST”) are subject to this Agreement. By accessing or using the KATALYST Site, you agree to be bound by this Agreement. If you do not agree to this Agreement, do not use the KATALYST Site. You may not access or use the KATALYST Site or accept this Agreement if you are not of legal age to do so.
Except for Submitted Content (defined below), all elements of the KATALYST Site are either owned by or licensed to KATALYST. The applicable owners and licensors retain all rights to the KATALYST Site, including, but not limited to all copyright, trademark and other proprietary rights, however denominated. Except for downloading one copy of the KATALYST application on your personal computer or mobile device for your personal, non-commercial home use, you must not reproduce, prepare derivative works based upon, distribute, perform or display any such material without first obtaining the written permission of KATALYST. The material on the KATALYST Site may not be used in any unauthorized manner and nothing contained on the KATALYST Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any content displayed on this Site, through the use of framing or otherwise, without the prior written permission of KATALYST.
When you submit personal information to the KATALYST Site, such as your e-mail address, you acknowledge and agree that we may use such personal information subject to our Privacy Policy (https://KATALYSTOS.com/privacy) and applicable law.
You must not use the KATALYST Site or Community Features (as that term is defined below) to: (i) transmit, store, embed or otherwise make available any information or material that infringes any right of KATALYST or any third party, however denominated, including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (ii) transmit, store or otherwise make available material which disrupts the KATALYST Site, imposes an unreasonable or disproportionately large load on the KATALYST Site infrastructure, or otherwise adversely affects, restricts or inhibits any other user from using and enjoying the KATALYST Site; (iii) transmit, store or otherwise make available material which is false, threatening, abusive, libelous, defamatory, obscene, vulgar, demeaning, offensive, pornographic, profane, sexually explicit, indecent, inappropriate, constitutes hate speech, or which adversely affects KATALYST's business or is otherwise objectionable in KATALYST's sole discretion; (iv) transmit, store or otherwise make available material which constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; (v) transmit, store or otherwise make available a virus, trojan horse, worm, time bomb, spyware, bot or other harmful or deleterious programming routine; (vi) transmit, store or otherwise make available material which contains any information, software or other material of a commercial nature; (vii) transmit, store or otherwise make available material which contains advertising, promotions, “junk mail,” “spam,” “pyramid schemes,” “chain letters” or solicitation of any kind; (viii) transmit, store or otherwise make available material which constitutes or contains false or misleading indications of origin or statements of fact; (ix) exploit, harm, personally attack (personal attacks include, but are not limited to, defamatory, sexual and/or sexually implicit remarks) or any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (x) use or attempt to use another's information, account, password, service or system except as expressly permitted; (xi) solicit, collect, transmit, store or otherwise make available private information of any third party including, without limitation, telephone numbers, addresses, last names, email addresses, Social Security numbers, or credit or debit card numbers; (xii) use automated scripts to collect information from or otherwise interact the KATALYST Site; or (xii) transmit, store or otherwise make available material which is irrelevant to the subject matter of any Community Features (defined below).
Third party text, photo, graphic, audio and/or video material (collectively, the “Third Party Materials”), contained on or incorporated in the KATALYST Site shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium. Neither these Third Party Materials nor any portion thereof may be stored in a computer except for personal and non-commercial use of the Site. No third party provider will be held liable in any way to any user of the Site or to any third party or to any other person who may receive information in the Third Party Materials or to any other person whatsoever, for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing or occasioned thereby.
2. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”), KATALYST has designated to the U.S. Copyright Office an agent to receive notifications of claimed copyright infringement relating to the KATALYST Site (the “Designated Agent”). All such notifications relating to the KATALYST Site must be a written communication and must include the following information:
A. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
B. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
C. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit KATALYST to locate the material.
D. Information reasonably sufficient to permit KATALYST to contact the complaining party, such as an address, telephone number, and/or electronic mail address.
E. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
F. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Claims of infringement which include the above required information must be submitted via mail, fax or e-mail to KATALYST's Designated Agent as follows:
KATALYST Copyright Agent
90 Paramount Drive
Raynham, MA 02767 United States of America
e-mail Address: [email protected]
3. COMMUNITY FEATURES The KATALYST Site may offer opportunities for you to transmit messages, information, ideas, opinions, images, audio, video, creative works or other information or material (collectively, the “Submitted Content”) in connection with various features including, but not limited to, profiles, stories, forums, bulletin boards, contests, blogs, audio and/or video submissions, and message boards (collectively, the “Community Features”). You are solely responsible for your Submitted Content and must use the Community Features in a responsible manner. The KATALYST Site may also offer opportunities for you to transmit messages, information, ideas, opinions, images, audio, video, creative works or other information or material via third party social networking websites and products (“Third Party Social Networking Features”). Any use of Third Party Social Networking Features is subject to the then current terms of use of the applicable third party website or product and not this Agreement, unless you are notified otherwise, in which case the terms and conditions set forth in such notification will apply. In order to participate in Community Features, you may be asked to register an account by providing certain personal information such as your name and/or email address. Our Privacy Policy [https://KATALYSTOS.com/privacy] explains how such information may be collected and used. In consideration of your use of the applicable Community Features, you agree (i) to provide accurate, current and complete information about yourself as may be prompted by any registration forms (“Registration Data”); (ii) to maintain the security of your password and identification; (iii) to maintain and promptly update Registration Data and any other information you provide to KATALYST, and to keep it accurate, current and complete; (iv) not to sell, transfer or assign your account; and (v) to be fully responsible for all use of your account and for any actions that take place using your account. KATALYST and its third-party providers (“Vendors”) do not monitor, review, endorse, edit or screen your Submitted Content, although KATALYST and its Vendors reserve the right to do so, and neither KATALYST nor its Vendors shall be responsible or liable for your Submitted Content. You acknowledge that your Submitted Content is not confidential and that your Submitted Content may be read, intercepted by others and widely accessible on the Internet and/or via other interactive media, and that you have no expectation of privacy with regard to any such submission. You acknowledge that by submitting your Submitted Content via the Community Features, no confidential, fiduciary, contractually implied or other relationship is created between you and KATALYST or between you and KATALYST's Vendors other than as expressly set forth in this Agreement. You acknowledge that KATALYST is not responsible for, and cannot and does not guarantee, the accuracy, completeness or reliability of information in any material posted or submitted by any user of the Community Features. You represent that your Submitted Content is an original work by you or that you have all necessary rights in it and to submit it to KATALYST under the terms of this Agreement. You further agree that you are solely liable for any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees, connected to or arising from your breach of any representation or warranty, or other violation of this Agreement. If KATALYST determines, in KATALYST's sole discretion and judgment, that your Submitted Content violates, or may violate, any of the terms of this Agreement, KATALYST reserves the right to (a) refuse to allow you to upload such content or otherwise transmit material; (b) remove and delete your Submitted Content; (c) revoke your right to use the KATALYST Website and/or, the Community Features; and/or (d) use any technological, legal, operational or other means available to KATALYST to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on the KATALYST Website or the Community Features. You acknowledge and agree that KATALYST has the irrevocable right, but not the obligation, to correct any errors or omissions in any Submitted Content, as it may determine in its sole discretion. You are solely responsible for your interactions with other users of the KATALYST Website. You may use various features of certain Community Features to report violators. We reserve the right, but have no obligation, to monitor disputes between you and other users. By transmitting your Submitted Content via the Community Features, you grant, and represent and warrant that you have the right to grant, to KATALYST a worldwide, perpetual, royalty-free, non-exclusive, sub-licensable and irrevocable right and license to use, reproduce, prepare derivative works based upon, distribute, perform, sell and display your Submitted Content for any purpose throughout the universe, in whole or in part, in any form, media or technology known or hereafter developed.
4. SPECIAL TERMS AND CONDITIONS APPLICABLE TO SALES OF PRODUCTS AND SERVICES; CUSTOMER SERVICE CONTACT INFORMATION The KATALYST
Site may allow you to order products supplied by independent Vendors, including Restaurants (as defined below), such as take-out. Products purchased via the KATALYST Site are referred to herein as “Merchandise.” Via the KATALYST Site, you also may subscribe to or download audio, video and audiovisual content, fantasy and other games and other products and services (collectively, “Services”). Many of the Vendors are not affiliated with, or under the control of, KATALYST (such Vendors ad referred to as, “Third Party Providers”). ALL MERCHANDISE PURCHASES ARE SUBJECT TO PRODUCT AVAILABILITY. KATALYST EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE, LOSS OR INJURY ARISING OUT OF: THE ACTIVITIES OF ANY VENDOR, THE MERCHANDISE OFFERED BY THE VENDORS, ANY LOSS OR INJURY RESULTING FROM YOUR ACCESS OR INABILITY TO ACCESS THE KATALYST SITE OR ANY MERCHANDISE OR SERVICE, OR ANY LOSS OR INJURY ARISING OUT OF YOUR PURCHASE OR USE OF ANY PRODUCTS, MERCHANDISE OR SERVICES. The Merchandise, Services and all other products offered via the KATALYST Site are provided for your private, non-commercial use, and you may not distribute, modify, translate, rebroadcast, transmit, perform or create derivative works of them. A. Price Modifications; Merchandise and Services Availability KATALYST and each Vendor reserves the right to modify the price of any Merchandise, Services or any other products offered via the KATALYST Site. Each Vendor and Third Party Provider establishes its own pricing independent of KATALYST. The Services and any other applicable products offered via the KATALYST Site or by Third Party Providers are subject to transmission limitations of the Internet and, as applicable, wireless carriers, including, but not limited to, video and/or audio dropouts, rebuffering or loss of connection. B. Customer Service Should you have any questions about the purchase of Merchandise or Services via the KATALYST Site, please contact KATALYST Customer Service at (857) 323-5986 within the U.S., or e-mail us at [email protected]. C. Purchasing; Price; Payment To purchase Merchandise, Services or any other products via the KATALYST Site, you may be required to provide complete and accurate personal information, including, without limitation, your name, address, telephone number, e-mail address, credit or debit card information and shipping address. The Privacy Policy of this Website explains how such information collected via the KATALYST Site may be collected and used by KATALYST. With respect to Third Party Providers, the privacy policy of any such Third Party Provider applies to the collection and use of your personal information by the operators and/or owners of such Third Party Provider. Your ability to purchase Merchandise, Services and/or any other products offered via the Site is subject to limits established by your card issuer. You must notify KATALYST immediately of any change in your credit or debit card information, including any change to your home address. KATALYST or Vendors may bill your credit or debit card at the time the Services, Merchandise or any other products offered via the KATALYST Site are ordered shipped or provided. You must pay all amounts accrued in your account, including sales tax and shipping and handling charges, when due. KATALYST may in its sole discretion decline service to or terminate any account. Neither KATALYST, nor any Vendor or any operator of any Third Party Provider is responsible, and shall not be liable, for any breaches in transaction security by any third party. By purchasing any Merchandise, Services or any other products offered via the KATALYST Site, you acknowledge and agree that your credit or debit card is being charged by the then active payment processor of KATALYST or its Vendor, the provider of such product or service. For purposes of this Agreement, such payment processor will be referred to as a “Vendor.” By utilizing a credit or debit card for purchase of any Services or any other applicable products offered via the KATALYST Site, you authorize KATALYST and the applicable Vendor, as applicable, to charge such card on the periodic basis as specified (e.g., once per month for monthly Services) in the amount described on the applicable Service or Services' purchase path(s). In the event that KATALYST or the Vendor is unable to process charges to your primary credit or debit card on such periodic basis or in such amount, you authorize KATALYST or the Vendor to charge the applicable amounts due to an alternative card saved in the Payment Profile section of your account profile. If the account number, expiration date or other information of any credit or debit card account associated with your subscription Service changes, KATALYST recommends that you update it as soon as possible. D. Sales Tax For purchases of Merchandise or Services made via the KATALYST Site, KATALYST or the Vendor may be required to collect sales tax. The purchaser is responsible for any applicable taxes not collected by KATALYST or the Vendor and certain states require purchasers to file a sales/use tax return annually reporting taxable purchases that were not taxed and to pay such tax. For details, see the website of, or otherwise contact, the applicable taxing authority. If any sales tax will be collected directly by KATALYST or the Vendor in connection with a purchase, that amount will be shown prior to the completion of any purchase or reflected in the final confirmation of that purchase. E. Notifications and Other Terms and Conditions By accepting this Agreement, you agree that KATALYST may notify you about changes to prices and/or Services by sending an e-mail message to your e-mail address on file with KATALYST and by publishing such notices from time to time on the informational page(s) of the KATALYST Site applicable to the Services. It is your responsibility to notify KATALYST of any change in your e-mail address by logging in to the applicable KATALYST Property and using the online account management tool. If your e-mail service includes functionality or software that catalogues your e-mails in an automated manner, it is your responsibility to ensure that those emails we send to you reach your inbox, either by routinely monitoring your bulk, junk and/or spam e-mail folders or by adding us to your address book or safe senders list. Pricing, terms and conditions applicable to purchases of Merchandise, Services and other products offered via the KATALYST Site are subject to availability and change at any time. F. Access to Services If applicable, subscription activation for Services and other products offered via the KATALYST Site, and subsequent ability to access Services and other products offered via the KATALYST Site, may be subject to approval of your valid credit or debit card and verification of other information that you submit or is otherwise obtained by KATALYST (e.g., your IP address).
5. RESTAURANT RESERVATIONS A.
KATALYST provides you the opportunity to make dining reservations and purchase Merchandise or Services in connection with such dining reservation (“Reservation Services”) at participating third party restaurants (each a “Restaurant”). The availability of reservations, and such related Merchandise and Services, if applicable, is determined at the time of your inquiry through interaction between the Site and the Restaurant. B. KATALYST is committed to providing superior quality services to you and the Restaurants. In connection with that commitment, you must cancel any reservation that you will be unable to honor in accordance with the Restaurant’s cancellation policy, which is disclosed at the time the reservation is made. If no cancellation policy is disclosed, you must cancel no later than thirty (30) minutes prior to the time of the reservation. You may cancel your reservation through the Site or by calling the Restaurant directly. Some Restaurants may require a debit or credit card number to finalize your reservation. In order to use the Reservation Services for these Restaurants, you must provide valid debit or credit card information. To confirm that the debit or credit card information you have provided is accurate, a temporary authorization on your debit or credit card may be placed at the time you provide your debit or credit card information. After your debit or credit card information has been verified as accurate, usually within a few days, the authorization will be removed. KATALYST uses this debit or credit card information as described in our privacy policy and shall have no liability for any charges made to the debit or credit card account for any failure to cancel your reservation in accordance with a Restaurant’s cancellation policy. C. If you are unable to keep your reservation and you fail to cancel in accordance with applicable Restaurant’s cancellation policy or at least thirty (30) minutes in advance of the time of the reservation, whichever is applicable, KATALYST will send you a communication to inform you that our records indicate that you were a “no-show.” Your registration with KATALYST will be terminated if you are a no-show for four reservations within a twelve (12) month period. If you receive a no-show notification in error, please contact us at [email protected] for information on how to dispute it. User agrees that all final no-show determinations will be made by KATALYST in its sole discretion. D. You agree to use the Reservation Services only to book reservations at Restaurants and you agree to honor those reservations by arriving at those Restaurants on time and ordering and paying for meals. You covenant and agree further not to book more than one reservation for your personal use during any one meal time (e.g., lunch, dinner, etc.). Resale or attempted resale of reservations is prohibited and is grounds for, among other things, cancellation of your reservations or termination of your registration.
6. SERVICES AND MERCHANDISE ORDERED IN CONNECTION WITH A RESERVATION A.
Subject in all cases to the applicable provisions of Section 4 of these Terms of Use, including, without limitation, the disclaimers set forth therein, certain Merchandise or Services may be purchased through the Reservation Services. All such purchases are subject to the pricing and other policies, including, without limitation, cancelation policies, of the particular Restaurant or Vendor from whom such Merchandise or Services are purchased. B. EVEN IF YOU CANCEL YOUR RESERVATION IN ACCORDANCE WITH ALL APPLICABLE POLICIES, YOU MAY BE LIABLE FOR, AND BE BILLED FOR, ANY MERCHANDISE OR SERVICES YOU ORDERED IN CONNECTION WITH YOUR RESERVATION. BY ORDERING MERCHANDISE OR SERVICES THROUGH THE SITE’S RESERVATION SERVICES, YOU ACKNOWLEDGE AND AGREE THAT THE RESTAURANT OR VENDOR, AS APPLICABLE IS SOLELY RESPONSIBLE FOR THE DELIVERY OF SUCH PRODUCTS OR SERVICES AND THAT SUCH PURCHASES ARE SUBJECT TO THE APPLICABLE RESTAURANT’S OR VENDOR’S CANCELATION AND REFUND POLICIES. YOU ACKNOWLEDGE AND AGREE THAT YOU PURCHASE ALL SUCH MERCHANDISE AND SERVICES AT YOUR OWN RISK AND SHALL NOT HOLD KATALYST, ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, OR SERVICE PROVIDERS RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY RESTAURANT OR VENDOR. EACH RESTAURANT AND VENDOR IS RESPONSIBLE FOR ENSURING THAT IT AND THE MERCHANDISE AND SERVICES THAT IT OFFERS AND SELLS COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, LAWS REGULATING THE SALE AND CONSUMPTIONOF ALCOHOL. YOU FURTHER ACKNOWLEDGE AND AGREE THAT KATALYST IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY RESTAURANT OR VENDOR IN CONNECTION WITH THE PROVISION OF SUCH SERVICES OR THE SALE OF SUCH MERCHANDISE OR THE IMPOSITION OF ANY TERMS AND CONDITIONS ON ANY OF THEM THAT VIOLATE ANY APPLICABLE LAWS OR REGULATIONS. FOR ANY AND ALL ISSUES OR QUESTIONS RELATED TO MERCHANDISE, SERVICES OR ANY OTHER PRODUCTS OR SERVICES OFFERED BY RESTAURANTS AND VENDORS, YOU MUST CONTACT THE APPLICABLE RESTAURANT OR VENDOR. EXCEPT AS SET FORTH IN THIS SECTION, YOU MUST SETTLE ANY RETURNS, DISPUTES, AND ANY OTHER ISSUES RELATING TO SUCH MERCHANDISE AND SERVICES WITH THE APPLICABLE RESTAURANT OR VENDOR.
7. CONTESTS; SWEEPSTAKES The KATALYST
Site may offer you opportunities to enter contests and sweepstakes. By participating in any such event, you signify your agreement to all special terms set forth on the KATALYST Site applicable to the event as well as the terms of this Agreement.
8. LINKING The KATALYST
Site may contain links and pointers to other Internet sites and resources, including, without limitation, Third Party Providers and Third Party Social Networking Features. Links to and from the KATALYST Site to and from Third Party Providers, Third Party Social Networking Features and other websites or locations maintained by third parties, do not constitute an endorsement by KATALYST of any such third party website or content. KATALYST is not responsible for the availability of third party resources or their contents. You should direct any concerns regarding any external link to the website administrator of the applicable third-party website or location. KATALYST reserves the right to withdraw permission for any link at any time
9. DISCLAIMER OF WARRANTIES
USE OF THE KATALYST SITE AND THE PRODUCTS, MERCHANDISE AND SERVICES, ARE AT YOUR EXCLUSIVE RISK, AND THE RISK OF DAMAGES, LOSSES OR INJURY FROM THE FOREGOING RESTS EXCLUSIVELY WITH YOU. A. EXCEPT FOR ANY WARRANTIES THAT MAY BE EXPRESSLY PROVIDED BY KATALYST AND/OR THE APPLICABLE VENDOR, THE KATALYST SITE, AND ALL MATERIALS CONTAINED OR DISTRIBUTED HEREIN AND THEREIN, INCLUDING, BUT NOT LIMITED TO, ALL PRODUCTS, MERCHANDISE AND SERVICES, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B. KATALYST DOES NOT WARRANT THAT: (1) THE KATALYST SITE OR ANY PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (2) DEFECTS OR ERRORS IN THE KATALYST SITE, THE PRODUCTS, MERCHANDISE OR SERVICES WILL BE CORRECTED; (3) THE KATALYST SITE, THE PRODUCTS, MERCHANDISE OR SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR (4) ANY INFORMATION CONTAINED IN THE KATALYST SITE, THE OTHER KATALYST PROPERTIES, THE PRODUCTS, MERCHANDISE OR SERVICES WILL BE ACCURATE OR RELIABLE.
10. LIMITATIONS ON LIABILITY AND DAMAGES
NOTWITHSTANDING ANY TERM IN THIS AGREEMENT, OTHER APPLICABLE TERMS AND CONDITIONS OF THE KATALYST SITE OR ANY ACT OR FAILURE TO ACT BY KATALYST OR ITS VENDORS, YOU ARE EXCLUSIVELY LIABLE FOR ANY AND ALL SUBMITTED CONTENT YOU TRANSMIT VIA THE COMMUNITY FEATURES OF THIS WEBSITE. A. IN NO EVENT SHALL KATALYST BE LIABLE FOR ANY BREACH IN TRANSACTION SECURITY CAUSED BY A THIRD PARTY ARISING OUT OF OR RELATING TO ANY ATTEMPT TO PURCHASE PRODUCTS, MERCHANDISE OR SERVICES. B. IN NO EVENT SHALL KATALYST, OR ANY VENDOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE KATALYST SITE INCLUDING, BUT NOT LIMITED TO, ANY TRANSACTION FOR PRODUCTS, MERCHANDISE OR SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF KATALYST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LIABILITY OF KATALYST IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. C. IN NO EVENT SHALL KATALYST BE LIABLE FOR ANY FAILURE, INTERRUPTION OR ERROR WITH RESPECT TO ANY ASPECT OF THE KATALYST SITE, INCLUDING THE AVAILABILITY OF ANY FEATURE OR FUNCTIONALITY. D. KATALYST, ITS LICENSORS, ITS VENDORS, OR ANY THIRD PARTIES MENTIONED ON THE KATALYST SITE SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, TO ANY PERSON CAUSED BY YOUR USE OR MISUSE OF THE KATALYST SITE OR THE CONTENT OF SUCH SITE.
11. INDEMNIFICATION
You hereby agree to indemnify and hold KATALYST, and each of its subsidiaries and affiliated entities, any entity which, now or in the future, controls, is controlled by, or is under common control with KATALYST, and the directors, officers, managers, employees and agents of the above entities, harmless from any and all claims, liabilities, damages, losses and expenses (including attorneys' fees and expenses) arising out of or relating to: (A) your use of the KATALYST Site, (B) your purchase and use of the products, Merchandise and/or Services purchased via the KATALYST Site; or (C) any alleged or actual breach of this Agreement or violation of applicable law or regulation by you.
12. TERM AND TERMINATION
Subject to the provisions of this Section 12, this Agreement will remain in full force and effect while you access or use the Site or Services. KATALYST may change, suspend or discontinue any aspect of the KATALYST Site at any time, including the availability of any product, Merchandise offering, Service, feature, database or content. KATALYST may also impose limits on certain offerings and features or restrict your access to parts, or the entirety, of the KATALYST Site without notice or liability at any time in KATALYST's exclusive discretion, without prejudice to any legal or equitable remedies available to KATALYST, for any reason or purpose, including, but not limited to, conduct that KATALYST believes violates this Agreement or other policies or guidelines posted on the KATALYST Site or conduct which KATALYST believes is harmful to other customers, to KATALYST's business, or to other information providers. This Agreement may be immediately terminated at any time by KATALYST in its sole discretion. In addition and without prejudice to any other remedy available to KATALYST, KATALYST may immediately terminate this Agreement if you breach any term of this Agreement. Sections 2, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 18 of this Agreement will survive any termination or cancellation of this Agreement.
13. ARBITRATION; CONSENT TO JURISDICTION IN MASSACHUSETTS; ATTORNEYS' FEES; TIME PERIOD LIMITATION FOR CLAIMS
Any and all disputes, claims or controversies arising out of or relating to this Agreement, the breach thereof or any use of the Website (including all commercial transactions conducted through the Website) (“Claims”) shall be settled by binding arbitration on an individual basis and not in a class or representative basis before a single arbitrator appointed by the American Arbitration Association (“AAA”) in accordance with its then governing rules and procedures, including the Supplementary Procedures for Consumer-Related Disputes, where applicable. IN AGREEING TO ARBITRATE ALL CLAIMS, YOU AND KATALYST WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING ANY CLAIM. The arbitration shall be held in Suffolk County, Massachusetts, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. This arbitration undertaking is made pursuant to and in connection with a transaction involving interstate commerce, and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act at 9 U.S.C. Section 1, et seq. This arbitration provision shall survive termination of this Agreement. A. Subject to the limitations set forth in this Section 13, the arbitrator shall have authority to award legal and equitable relief available in the courts of the Commonwealth of Massachusetts, provided that: 1. The arbitrator shall not have authority to award punitive damages; and 2. Any and all claims shall be arbitrated on an individual basis only, and shall not be consolidated or joined with any arbitration or other proceeding involving a Claim of any other party. You and KATALYST agree that the arbitrator shall have no authority to arbitrate any Claim as a class action or in any other form other than on an individual basis. B. For Claims that are not eligible for arbitration, if any: (a) the exclusive jurisdiction and venue for proceedings involving Claims shall be the federal and state courts of competent jurisdiction sitting within Suffolk County, Massachusetts (the “Forum”), and the parties hereby waive any argument that any such court does not have personal jurisdiction or that the Forum is not appropriate or convenient; (b) you and KATALYST waive any and all rights to trial by jury with respect to any Claims. C. In the event that either party initiates a proceeding involving any Claim other than an arbitration in accordance with this Section 13, or initiates a proceeding involving a Claim under this Section 13 other than in the Forum, the other party shall be entitled to recover all attorneys' fees and expenses reasonably incurred in enforcing the arbitration provisions of this agreement and the Forum to which the parties have herein agreed. D. To the maximum extent permitted by law, you permanently and irrevocably waive the right to bring any Claim unless you provide KATALYST with written notice of the event or facts giving rise to the Claim within one (1) year of their occurrence.
14. CHOICE OF LAW
Any and all Claims arising out of or related to this Agreement or to your use of the Site, or any product or Service provided by KATALYST or through the Site shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles.
15. INJUNCTIVE RELIEF
You agree that unauthorized use of your registration or this Site, including, without limitation, any content, will breach the security of the Site including the data contained herein and provided therewith and therefore would cause irreparable harm to KATALYST for which no adequate remedy at law exists, and you therefore agree that, in addition to any other remedies available, KATALYST is entitled to equitable relief to enforce its rights and these Terms of Use.
16. MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties, and supersedes all prior written or oral agreements or communications with respect to the subject matter herein. KATALYST in its sole discretion may amend this Agreement, and your use of the KATALYST Site after such amendment is posted on this Site will constitute acceptance of the amended Agreement by you. If any term in this Agreement is declared unlawful, void or for any reason unenforceable by any court, then such term will be deemed severable from the remaining terms and will not affect the validity and enforceability of such remaining terms. The section headings in this Agreement are for convenience only and must not be given any legal import. This Agreement and your rights and obligations under this Agreement may not be assigned or otherwise transferred by you without the prior written consent of KATALYST.
17. ACCEPTANCE OF TERMS OF USE; NO TECHNOLOGY SUPPORT
BY USING THE KATALYST SITE, YOU SIGNIFY YOUR AGREEMENT TO THE TERMS OF THIS AGREEMENT.
If you do not agree to the terms in this Agreement, you must not use the KATALYST Site. KATALYST may change the terms of this Agreement at any time, and your use of the KATALYST Site after such changes are posted will mean that you accept them. You acknowledge and agree that KATALYST will have no obligation to provide you with any technology support in connection with the Site or Services.
18. COMMUNICATION BY ELECTRONIC MEANS
To the fullest extent permitted by applicable law, these Terms of Use and any other agreements, notices or other communications regarding the Site, your registration and/or your use of the Site ('Communications'), may be provided to you electronically and you agree to receive Communications in an electronic form. Communications may be posted on the pages within the Site and/or delivered to your e-mail address. You should retain a copy of any Communications for your records. All Communications in electronic format will be considered to be in 'writing,' and to have been received no later than five (5) business days after posting or dissemination, whether or not you have opened, received or retrieved the Communication. KATALYST reserves the right, but assumes no obligation, to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying KATALYST of your decision to do so, by sending an email message to [email protected] expressly stating your desire to receive paper Communications. If you revoke your consent to receive Communications electronically, KATALYST reserves its right to, and may, in its sole discretion terminate your right to use the Site.
19. NOTICE FOR CALIFORNIA CONSUMERS
Under California Civil Code Section 1789.3, California users of the KATALYST Site are entitled to the following specific consumer rights information: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
20. CHILDREN
The Site is not designed for and does not intentionally target or solicit children 13 years of age and younger. We encourage families to obtain additional information about safe use of the Internet at http://www.ftc.gov/kidzprivacy/. — Last Updated: August 30, 2016
