What does the Catalis subscription license allow?

Catalis grants the Customer a license to access and use Catalis Software and Deliverables described in the Order Form during the Term and in accordance with the Agreement’s terms and conditions.

What restrictions apply to using Catalis software under this agreement?

Customer may not reverse engineer, decompile, decode, decrypt, disassemble, or derive source code; may not modify or create derivative works; and may not copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease, or grant third-party access to the Software or service.

How long is the Warranty Period in the Catalis SaaS agreement?

The Warranty Period is the thirty (30) day period commencing on the installation of the Software.

What is the Software Acceptance Date?

It is the date of acceptance of Catalis Deliverables by Customer as described in the Agreement or the date that Customer uses the Software in a live environment, whichever is sooner.

Where is Catalis software hosted and what security standards apply?

The Software will be hosted at and operated from a third-party data center, to be defined in the Order Form. The data center will meet industry standard certifications or processes for data security.

How are subscription fees and third-party software charges billed?

The subscription fees for the use of the Software are set forth on the Order Form. Fees for Third-Party Software are passed through by Catalis to Customer.

What is the timeline for testing, installation, and acceptance of Catalis deliverables?

Testing of Catalis Deliverables shall be completed by Customer within fifteen (15) days following initial delivery. Within thirty (30) days following completion of testing, Catalis shall install the Deliverables for acceptance testing, after which Customer has ten (10) days to accept or provide a statement of Errors, or acceptance is deemed.

What are the payment terms and late fees for Catalis subscriptions and services?

Payment of Software subscription fees, installation fees, and other fees will be made in installments as specified in the Order Form or Addendum, and all out-of-pocket expenses are due within thirty (30) days following invoice. In the event payment is not made as specified, Customer shall pay interest at the rate of one and one-half percent (1.5%) per month (or the highest applicable legal rate, whichever is lower).

What does the Catalis software warranty cover and exclude?

Catalis warrants that the Software shall conform to the Functional Specifications and will be free of Errors during the Warranty Period. The warranties do not apply to damage from improper use, alterations, third‑party software or data providers, or other causes beyond Catalis’s control. Except for the express warranties stated, Catalis disclaims all implied warranties.

How does Catalis handle third-party applications' access to customer data?

Should Customer choose to use a Third-Party Software in conjunction with the Software and/or service(s), Customer grants Catalis permission to allow the Third-Party Software and its provider to access Customer Data as required. Catalis is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Third-Party Software or its provider.

What confidentiality obligations does the recipient have under the Catalis agreement?

Recipient shall use commercially reasonable care to prevent unauthorized use, disclosure, publication, or dissemination of Discloser’s Confidential Information. Recipient may disclose Confidential Information if required by judicial or administrative governmental request, provided reasonable steps are taken to provide Discloser prior notice. All Discloser Confidential Information remains the property of Discloser.

What intellectual property indemnification does Catalis provide?

Catalis will indemnify Customer for claims that Catalis Deliverables infringe upon any Intellectual Property of a third party, with certain exclusions and conditions. For Third-Party Software, Catalis passes through any infringement protections provided by the original provider. Catalis may modify the Deliverables, obtain a license, or terminate the Agreement and return any unearned fees as Customer’s sole and exclusive remedy.

Who owns the software, deliverables, and customer materials under this agreement?

Catalis is the sole owner of all right, title, and interest in and to the Software, all Catalis Deliverables, documentation, and any feedback provided by Customer, exclusive only of the Customer Materials. Customer is the sole owner of all right, title, and interest in and to all Customer Materials.

What support and maintenance services are included in the Catalis agreement?

Catalis shall provide maintenance and support services necessary to ensure that the Software and Catalis Deliverables operate in conformity with Functional Specifications and the documentation. The agreement defines Critical Defect, Non-Critical Defect, and Telephone Support.

Software as a Service (SaaS) Terms and Conditions

The Master Software Subscription and Services Agreement, last updated October 18, 2023, outlines the terms under which a customer ("You") contracts with Catalis to acquire specified Software as a Service (SaaS) offerings detailed in an Order Form, defining key terms such as Confidential Information, Customer Data, Customer Materials, Deliverables, and Documentation, and establishing the legal framework governing the provision and use of these services.

Last Updated: October 18, 2023

MASTER SOFTWARE SUBSCRIPTION and SERVICES AGREEMENT

Software as a Service (SaaS)

This Master Software Subscription Services Agreement (the “Agreement”) governs Your acquisition of the services described in a signed or authenticated order that identifies the services and other terms and conditions by which You will be provided the Services (an “Order Form”) between You as the customer and the Catalis entity that is providing the Services (referred to in this Agreement as “Catalis”). Capitalized terms have the definitions set forth in this Agreement. “Customer” or “You” or “Your” is the legal entity that is entering into an agreement with the Catalis entity that is providing the Services described in an Order Form. The “Effective Date” of this Agreement is the date on the Order Form unless the Order Form specifies a different effective date. Customer and Catalis may each be referred to individually as a “Party” and together as the “Parties.” Any Schedules to this Agreement are those that are part of the Order Form.

1. Definitions

Confidential Information: All information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Exclusions apply as detailed in the agreement.
Customer Data: All data of Customer, whether proprietary or non-proprietary to Customer, converted for use with Catalis Deliverables.
Customer Materials: All materials supplied by Customer in connection with this Agreement.
Deliverables: Components, milestones, and/or materials, including the Software, documentation, maintenance modifications, and enhancements to be completed by one Party and delivered or otherwise provided to the other Party in accordance with the terms of this Agreement.
Documentation: The written description of the functions and use of the Software.
Error: Any error or defect resulting from an incorrect functioning of Software caused by the Software’s failure to meet a Functional Specification, or any error or defect resulting from an incorrect or incomplete statement in Documentation caused by the failure of the Software and/or the documentation to meet a Functional Specification.
Functional Specifications: The functions and/or criteria for the Software described as documentation related to the Software or as described in the Order Form.
Intellectual Property: All interests of any kind including trade secrets, copyrights, derivatives, documentation, patents, the Software, technical information, technology, and any and all proprietary rights relating to any of the foregoing.
New Product: Any change or addition to Software and/or related documentation that has a value or utility separate from the use of the Software and documentation, may be priced and offered separately, and is not made available to Catalis’s customers generally without separate charge.
Order Form: The written description and specifications for the services to be provided by Catalis to Customer, including the Deliverables and any milestone, delivery, and acceptance schedules.
Software: Catalis software and any Third-Party Software supplied by Catalis pursuant to this Agreement as described in the Order Form. The term “Software” does not include New Products except to the extent added to the Software by separate agreement.
Software Acceptance Date: The date of acceptance of Catalis Deliverables by Customer as described in this Agreement or the date that Customer uses the Software in a live environment, whichever is sooner.
Taxes: All municipal, local, or foreign taxes of any kind, including interest, penalty, or additions, whether or not disputed.
Test Validation Criteria: The acceptance criteria for Catalis Deliverables, including the Software, set forth in the Order Form.
Third-Party Data: Data, information, or any other materials not owned or generated by or on behalf of Customer.
Third-Party Software: Software which is proprietary to any third party (other than an affiliate of Catalis) which is or will be used by Catalis for the purposes of providing Software and/or services pursuant to this Agreement.
Warranty Period: The thirty (30) day period commencing on the installation of the Software.

2. Subscription License

License: Catalis grants the Customer a license to access and use Catalis Software and Catalis Deliverables described in the Order Form during the Term of this Agreement and in accordance with the terms and conditions of this Agreement.
Scope of License Limited: The right of Customer to use the Software and associated documentation is for Customer’s internal use only and limited to the field of use described in the Order Form. No title or ownership in the Software or documentation is transferred to Customer. Restrictions on copying, adapting, modifying, reverse engineering, decompiling, or disassembling the Software apply.
Additional Software: Customer may subscribe to additional Software by execution of a subsequent Order Form and/or Addendum.
Restrictions: Customer shall not remove, edit, alter, abridge or otherwise change in any manner any Catalis Intellectual Property notices. Customer may not permit others to reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service; modify, translate, adapt, alter, or create derivative works from the Software and/or service; copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Software and/or service; or distribute, sublicense, rent, lease, loan or grant any third party access to or use of the Software and/or service to any third party.
Installation at Data Center: The Software will be hosted at and operated from a third-party data center, to be defined in the Order Form. The data center will meet industry standard certifications or processes for data security.

3. Fees, Installation Charges, and Taxes

Subscription Fees: The subscription fees for the use of the Software are set forth on the Order Form. Fees for Third-Party Software are passed through by Catalis to Customer.
Configuration, Installation and Services Fees: Customer shall also pay any configuration, installation, and service fees as detailed in the Order Form, plus any travel expenses required.
Taxes: Customer is additionally liable for any applicable Taxes (exclusive of income or gross receipts Taxes properly payable by Catalis), levies, duties or similar governmental assessments, and other fees or assessments incurred as a result of the use of the Software by Customer.
Currency: All Fees listed shall be interpreted as being in Canadian dollars (CAD), unless otherwise stated.

4. Delivery and Acceptance

Delivery: Each Party shall timely perform delivery of its required Deliverables in accordance with the Order Form. Customer is responsible for movement into or within Customer’s premises, site preparation per Catalis requirements, and other site expenses required for installation.
Testing: Testing of Catalis Deliverables shall be completed by Customer in accordance with the Test Validation Criteria within fifteen (15) days following initial delivery to Customer.
Installation: Within thirty (30) days following completion of testing of Catalis Deliverables, Catalis shall install Catalis Deliverables at the hosting facility for acceptance testing.
Acceptance: Within ten (10) days following completion of installation, Customer shall either accept Catalis Deliverables in writing or reject Catalis Deliverables and provide Catalis with a statement of Errors. Catalis will correct any Error and redeliver Catalis Deliverables to Customer within thirty (30) days following receipt of the statement of Errors. Failure by Customer to provide a statement of acceptance or statement of Errors within the specified periods shall be deemed to be acceptance by Customer of Catalis Deliverables.

5. Payment

Fees for Initial Subscription Services: Payment of Software subscription fees, installation fees, and other fees on the initial Order Form will be made in installments as specified.
Fees for Subsequent Software Subscription: Payment of subscription fees, installation fees, and other fees to Catalis on any subsequent Order Form and/or Addendum shall be made as specified in such subsequent Order Form and/or Addendum.
Ancillary Charges and Out of Pocket Expenses: All additional or ancillary charges and all out-of-pocket expenses of Catalis which are payable by Customer hereunder shall be due and payable within thirty (30) days following invoice by Catalis.
Failure of Payment: In the event payment is not made as specified, Customer shall pay interest at the rate of one and one-half percent (1.5%) per month (or the highest applicable legal rate, whichever is lower) on the outstanding overdue balance.

6. Warranty, Exclusions, and Disclaimer

Software Warranty: Catalis warrants that the Software shall conform to the Functional Specifications and will be free of Errors during the Warranty Period. Catalis’s sole obligation is to remedy any such Error reported during the Warranty Period. For Third-Party Software, Catalis makes no warranties but will pass through any warranties provided by the original manufacturer.
Software Warranty Exclusions: The warranties do not apply to damage arising from causes beyond Catalis’s reasonable control, improper operation or use, malfunctions caused by alteration or tampering, movement of Software after installation, malfunction due to attachment to software not supplied by Catalis, improper operating environment, destruction or damage by any person other than Catalis, or harm caused by Third-Party Software or Data providers.
Software Warranty Disclaimer: Except for the express warranties stated, Catalis disclaims all warranties on the Software, including implied warranties of merchantability and fitness for a particular purpose. The Software is licensed “as is” and “with all faults.”

7. Functional Specifications

Customer understands that Functional Specifications are defined in accordance with Catalis standard applications. Any application, communication, or functions not currently supported by Catalis are considered “customized” and may incur additional costs and delivery schedules.

8. Training

Catalis shall provide training in the operation and maintenance of the Software as described in the Order Form. Additional training requested by Customer will be chargeable at Catalis’s then current fee, plus reasonable travel expenses if such training occurs anywhere other than Catalis’s facilities.

9. Third-Party Software Licenses

Integration with Third Party Applications: Customer shall execute all documents reasonably requested by Catalis and abide by all requirements with respect to all Third-Party Software licensed or sublicensed by Catalis to Customer. Catalis cannot guarantee the continued availability of Software and/or service features if the provider of Third-Party Data and/or Software ceases to make that data and/or application available.
Third Party Applications and Customer Data: Should Customer choose to use a Third-Party Software in conjunction with the Software and/or service(s), Customer grants Catalis permission to allow the Third-Party Software and its provider to access Customer Data as required. Catalis is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Third-Party Software or its provider.

10. Restrictions Upon Disclosure of Confidential Information

Protection: Recipient shall use commercially reasonable care to prevent unauthorized use, disclosure, publication, or dissemination of Discloser’s Confidential Information. Confidential Information is to be used solely in connection with this Agreement.
Limited Disclosure: Recipient may disclose Confidential Information if required by judicial or administrative governmental request, provided reasonable steps are taken to provide Discloser prior notice.
Ownership: All Discloser Confidential Information remains the property of Discloser. No license or other rights to such Confidential Information is granted or implied.

11. Intellectual Property Indemnity

Indemnification of Intellectual Property Infringement Claims: Catalis will indemnify Customer for claims that Catalis Deliverables infringe upon any Intellectual Property of a third party, with certain exclusions and conditions. For Third-Party Software, Catalis passes through any infringement protections provided by the original provider.
Indemnification by Customer: Customer will defend Catalis against claims that any Customer Data infringes or misappropriates third party intellectual property rights, or arising from Customer’s use of the Software, services, and/or content in violation of this Agreement.
Remedy: In the event of a third party claim, Catalis may modify the Deliverables, obtain a license, or terminate the Agreement and return any unearned fees as Customer’s sole and exclusive remedy.

12. Rights in Software, Data and Materials

Catalis Ownership: Catalis is the sole owner of all right, title, and interest in and to the Software, all Catalis Deliverables, documentation, and any feedback provided by Customer, exclusive only of the Customer Materials. Customer assigns to Catalis all rights in any derivatives or feedback related to Catalis Intellectual Property.
Customer Ownership: Customer is the sole owner of all right, title, and interest in and to all Customer Materials. Catalis assigns to Customer all rights in Customer Materials.

13. Support and Maintenance Services

Scope and Definitions: Catalis shall provide maintenance and support services necessary to ensure that the Software and Catalis Deliverables operate in conformity with Functional Specifications and the documentation as described in this Agreement and the Order Form.
- Critical Defect: An Error in the Software and Catalis Deliverables or documentation which renders the Software and Catalis Deliverables unable to perform a Functional Specification and for which a workaround is not available.
- Non-Critical Defect: A defect in the Software and Catalis Deliverables or documentation that materially impacts the operation of the Software and for which a workaround is not available.
- Telephone Support: The provision of general information and diagnostic advice and assistance concerning the use and operation of the Software and Catalis Deliverables via telephone.