1. Subscriber Privileges
This Agreement between Catalyst Analytics and Customer concerns one or more electronic databases developed and maintained by Catalyst Analytics each consisting of a proprietary database (the ‘Database’) of demographic, household and housing information, including but not limited to, the information, text, photographic and other images and data contained therein (collectively, the ‘Information’) and the proprietary organization and structures for categorizing, sorting and displaying such Information.
No employee, independent contractor, agent, or affiliate of a competing real estate or demographic information service is permitted to access any of the Password Protected Areas of the Catalyst Analytics web site without express written permission from Catalyst Analytics.
Upon registration, which is free, Customer becomes a Basic Subscriber. A Basic Subscriber may generate a single 3L Score™ for any address in the United States. A Basic Subscriber will also have access to articles and videos published by Catalyst Analytics and maintained on the website. In order to generate multiple Catalyst Analytics 3L Scores™, or access the Catalyst Quarterly Newsletter, the Customer must upgrade to a Paid Subscription.
Catalyst Analytics utilizes email as a vital and primary communication channel with customers. As a registered user, Customers hereby acknowledge and grant Catalyst Analytics the permission to communicate with customers via email (as well as other communication channel such as phone and fax) for any purposes Catalyst Analytics determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Catalyst Analytics will use its best efforts to honor Customer’s request to opt out of marketing messages, but under no circumstances will Catalyst Analytics have any liability for sending any email to its registered users/customers. By becoming a member or Customer of Catalyst Analytics, LLC, you acknowledge and agree that Catalyst Analytics, LLC may record telephone and other electronic communications it has with you for Catalyst Analytics, LLC’s internal business purposes, including but not limited to training and quality assurance purposes.
The term of this Agreement shall begin on the date payment for Catalyst Analytics Products or Services is received, and shall continue until the quantity of the limited subscription is exhausted, or 365 days have passed, whichever shall come first. A prepaid annual unlimited subscription shall expire 365 days after the date payment is received. A prepaid 90-Day unlimited subscription shall expire 90 days after the date payment is received. A prepaid Month to Month unlimited subscription shall expire 30 days after the date payment is received. If you are not satisfied with the service, you may cancel your subscription at any time and receive a refund for full unused months of your subscription. The fees paid for monthly (month to month) subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current monthly billing period. Discounts received via a product bundle are subject to removal when product(s) in bundle are canceled. Prepaid fees will be refunded based on the number of months remaining on the contract period, beginning with the month following receipt of written cancellation, but may be subject to adjustment according to current monthly product pricing and subject to adjustment for any incentives or discounts provided for said prepayment. A customer choosing to cancel a prepaid subscription prior to the end of its prepaid term may also be subject to a $15 processing fee. No partial month refunds will be provided.
Subscriptions will automatically renew using the Customer’s current credit card account number unless Customer cancels their subscription with written notice delivered via email to email@example.com three (3) business days prior to the renewal date to cancel such subscription. All cancellation requests will be processed within five (5) business days. Once the cancellation is processed, a confirmation email will be sent via the customer’s email account on record with Catalyst Analytics. If Customer has a question about a cancellation, Customer should contact Catalyst Analytics Customer Support at firstname.lastname@example.org or at 888-600-2370. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Customers of any such changes.
It is the Customer’s responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates should be made via email at email@example.com. Catalyst Analytics does not validate all credit card information required by the Customer’s payment provider to secure payment.
The term for the Catalyst Quarterly Newsletter shall expire after Customer has received four issues.
The Customer’s subscription is defined and set forth on the Order Form, which shall be deemed Exhibit A to this Agreement, and incorporated herein as though fully set forth.
3. Use of Information
Customer agrees to treat all information obtained from the Product and/or Service, including demographic, housing and household data and any information otherwise made available to Customer in the Product and/or Service (individually and collectively, the “Content”) as proprietary to Catalyst Analytics. Customer agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of Catalyst Analytics. Catalyst Analytics does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer’s own risk.
Catalyst Analytics 3L Score™, Catalyst Quarterly newsletter and other similar products, reports and services, and any and all Content offered by Catalyst Analytics to Customer ARE PROVIDED SOLELY FOR GENERAL INFORMATION, AND DO NOT CONSTITUTE REAL ESTATE, LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. BEFORE ACTING ON ANY INFORMATION PROVIDED BY CATALYST ANALYTICS, CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
Customer shall limit access to and use of Catalyst Analytics 3L Score™, and access to Catalyst Quarterly Newsletter information to personal and internal use, and shall not use any information obtained from the Product and/or Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to Customer in the Service, for or in connection with any other listing service or device. Customer further shall not use the Service in any other manner for or in connection with any other listing service or device. Customer shall not use the Catalyst Analytics Service as part of any effort to compete with Catalyst Analytics, including without limitation using the Catalyst Analytics Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential Catalyst Analytics customer, nor shall Customer remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Catalyst Analytics Service. Customer shall not use any robot, spider or other automated process to monitor, data mine or copy Catalyst Analytics products, services or information; decompile, decode or reverse engineer Catalyst Analytics software; or use Catalyst Analytics products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes. Customers violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their membership and will be assessed an excessive use fee of $500.
5. Payment Terms
Customer agrees to pay for all Products and/or Services ordered through the Catalyst Analytics web site or via the Catalyst Analytics sales team using the payment method indicated, and provides Catalyst Analytics express authorization to charge said fees to the Customer’s payment provider at time of purchase. Fees owed depend on the specific type and quantity of Catalyst Analytics products, services, information, or deliverables (collectively “Deliverables”) ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Catalyst Analytics may immediately cease to provide any and all Deliverables to the customer. The fees paid for subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the term of this Agreement. A customer choosing to cancel a prepaid subscription prior to the end of its prepaid term may also be subject to a $15 processing fee.
Once the cancellation is processed, a confirmation email will be sent via the customer’s email account on record with Catalyst Analytics. If Customer has a question about a cancellation, Customer should contact Catalyst Analytics Customer Support at firstname.lastname@example.org or at 888-600-2370. Catalyst Analytics reserves the right to change its fees or billing methods at any time. Catalyst Analytics will provide timely notice to the affected Customers of any such changes.
It is the Customer’s responsibility to promptly provide Catalyst Analytics with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.).
The Customer must notify Catalyst Analytics about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it is not brought to Catalyst Analytics’ attention within 90 days, Customer agrees to waive their right to dispute such problems or discrepancies.
7. Ownership and License Grant
Catalyst Analytics retains all rights (including Intellectual Property Rights as defined below), title and interest in the Catalyst Analytics Web site, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Catalyst Analytics’ technology or delete or alter author attributes or copyright notices. Customer shall use the Catalyst Analytics system solely for their own use and shall not allow others to use the Catalyst Analytics system under or through that Customer’s login ID/email and password.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
8. Limitation of Liability and Indemnification
CUSTOMER ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CATALYST ANALYTICS AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE ” CATALYST ANALYTICS PARTIES”) WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE PRODUCT AND/OR SERVICE, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PRODUCT AND/OR SERVICE, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT. IN NO EVENT SHALL CATALYST ANALYTICS PARTIES BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OR OTHER INTANGIBLE LOSS, RESULTING FROM ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED BY CATALYST ANALYTICS PARTIES, RELIANCE BY THE CUSTOMER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES PROVIDED BY CATALYST ANALYTICS PARTIES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF CATALYST ANALYTICS PARTIES’ PRODUCTS AND/OR SERVICES, OR CUSTOMER’S FAILURE TO KEEP CUSTOMER’S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT WHICH ARISE OUT OF THE CUSTOMER’S USE OF CATALYST ANALYTICS PARTIES’ PRODUCTS OR SERVICES PURSUANT TO THIS AGREEMENT. Customer’s exclusive remedy, and Catalyst Analytics’ entire liability under this Agreement shall be a refund to Customer of the fees paid to Catalyst Analytics hereunder, and in no event will Catalyst Analytics’ liability for any reason exceed such fee. Catalyst Analytics (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer’s use of the Deliverables, and Customer shall defend against, indemnify Catalyst Analytics (and Catalyst Analytics’ officers, directors, employees and agents) for, and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Customer arising from Customer’s use or application of the Products, Services or the Deliverables. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.
9. Warranty Disclaimers
10. Links to Third Party Sites
11. Governing Law
This Agreement, and the Deliverables provided by Catalyst Analytics, shall be governed by the laws of the State of California,
without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of San Diego County, California for the adjudication of any disputes or claims arising out of and/or related to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect.
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Catalyst Analytics, which retains the right to withhold consent in its sole discretion.
13. Waiver and Severability
All notices given hereunder shall be in writing, delivered personally or mailed by registered or certified mail, return receipt requested, or delivered by a well-recognized overnight U.S. or international carrier. If such notice is being delivered to Customer, such notice shall be delivered to Customer’s address specified on the Order Form or to such other address as Customer may specify, and if being delivered to Catalyst Analytics, delivered to the address set forth on the Order Form, Attention: Director of Sales, or to such other address as Catalyst Analytics may specify. All notices will be deemed given if delivered personally, on the day of delivery, if mailed by registered or certified mail, three days after the date of mailing, if delivered by overnight U.S. mail, one day after mailing, and if delivered by overnight international mail, four days after mailing. Customer agrees that Catalyst Analytics may include notices on invoices sent to Customer by regular mail.
15. Customer’s Breach and Attorneys’ Fees
16. Entire Agreement