Term License Subscription | Catalis

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 (the “Order Form”) between you as the customer and the Catalis entity providing the services (“Catalis”). Capitalized terms have the definitions set forth in this Agreement. “Customer” or “You” or “Your” refers to the legal entity entering into the agreement with Catalis. The “Effective Date” is the date on the Order Form unless otherwise specified. 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. Excludes information that is public, known prior, received from a third party without breach, or independently developed.
• ​Customer Data: All data of Customer, whether proprietary or non-proprietary, 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 Software, documentation, maintenance modifications, and enhancements to be completed and delivered as per the Agreement.
• ​Documentation: Written description of the functions and use of the Software.
• ​Error: Any error or defect resulting from incorrect functioning of Software or incorrect/incomplete statements in Documentation.
• ​Functional Specifications: Functions and/or criteria for the Software as described in documentation or the Order Form.
• ​Intellectual Property: All interests including trade secrets, copyrights, derivatives, documentation, patents, software, technical information, technology, and proprietary rights.
• ​New Product: Any change or addition to Software/documentation that has separate value, may be priced/offered separately, and is not made available to customers generally without separate charge.
• ​Order Form: Written description and specifications for services to be provided by Catalis, including Deliverables and schedules.
• ​Software: Catalis software and any Third-Party Software supplied by Catalis as described in the Order Form. Excludes New Products unless added by separate agreement.
• ​Software Acceptance Date: Date of acceptance of Catalis Deliverables by Customer or date Customer uses the Software in a live environment, whichever is sooner.
• ​Taxes: All applicable taxes, including interest, penalty, or additions, whether or not disputed.
• ​Test Validation Criteria: Acceptance criteria for Catalis Deliverables as set forth in the Order Form.
• ​Third-Party Data: Data, information, or materials not owned or generated by or on behalf of Customer.
• ​Third-Party Software: Software proprietary to any third party (other than a Catalis affiliate) used by Catalis for providing Software/services.
• ​Warranty Period: Thirty (30) day period commencing on installation of the Software.

2. Subscription License

• ​License: Catalis grants Customer a license to access and use Catalis Software and Deliverables described in the Order Form during the Term and in accordance with this Agreement.
• ​Scope of License Limited: Use is for Customer’s internal use only and limited to the field of use described in the Order Form. No title or ownership is transferred. Restrictions on copying, adapting, modifying, reverse engineering, etc.
• ​Additional Software: Customer may subscribe to additional Software by executing a subsequent Order Form and/or Addendum.
• ​Restrictions: Customer may not remove or alter Catalis Intellectual Property notices, reverse engineer, decompile, decode, disassemble, modify, translate, adapt, create derivative works, copy (other than one backup), distribute, publicly display, transmit, sell, rent, lease, sublicense, or grant third-party access to the Software/service.
• ​Installation at Data Center: Software will be hosted at a third-party data center defined in the Order Form, meeting industry standard certifications for data security.

3. Fees, Installation Charges, and Taxes

• ​Subscription Fees: Set forth on the Order Form. Subsequent orders at fees in effect at the time of receipt. Fees for Third-Party Software are passed through and may increase accordingly.
• ​Configuration, Installation and Services Fees: Customer pays configuration, installation, and service fees as detailed in the Order Form, plus travel expenses if required.
• ​Taxes: Customer is liable for applicable taxes (excluding Catalis’s income/gross receipts taxes).
• ​Currency: All fees are in Canadian dollars (CAD), unless otherwise stated.

4. Delivery and Acceptance

• ​Delivery: Each Party delivers required Deliverables per the Order Form and schedule. Customer pays shipping costs. Customer is responsible for site preparation and expenses for installation.
• ​Testing: Customer completes testing of Deliverables per Test Validation Criteria within fifteen (15) days of delivery.
• ​Installation: Within thirty (30) days after testing, Catalis installs Deliverables at the hosting facility for acceptance testing.
• ​Acceptance: Within ten (10) days after installation, Customer must accept or reject Deliverables in writing. Catalis will correct Errors and redeliver if rejected. Failure to respond within ten (10) days is deemed acceptance.

5. Payment

• ​Fees for Initial Subscription Services: Payment of subscription, installation, and other fees on the initial Order Form is made in installments as specified.
  • ​Installation fees (including data conversion, implementation, training, forms generation) are billed annually and payable within thirty (30) days of invoice. Third-Party Software fees are payable at least thirty (30) days prior to Catalis’s payment due date.
  • ​Renewal pricing may increase by up to 10% unless otherwise notified. Renewal of promotional/one-time priced subscriptions will be at Catalis’s list price. Decreased subscription volume may result in repricing.
• ​Fees for Subsequent Software Subscription: Payment as specified in subsequent Order Forms/Addenda.
• ​Ancillary Charges and Out of Pocket Expenses: Additional charges and out-of-pocket expenses are due within thirty (30) days of invoice.
• ​Failure of Payment: Late payments accrue interest at 1.5% per month (or the highest legal rate). If Customer is a governmental agency subject to statutory payment requirements, those requirements control.

6. Warranty, Exclusions, and Disclaimer

• ​Software Warranty: Catalis warrants the Software will conform to Functional Specifications and be free of Errors during the Warranty Period. Catalis’s sole obligation is to remedy Errors reported during the Warranty Period. No warranties for Third-Party Software, but Catalis will pass through any warranties from the original provider.
• ​Software Warranty Exclusions: Warranties do not apply to damage from causes beyond Catalis’s control, improper use, movement after installation, attachment to non-Catalis software/hardware, improper environment, destruction by others, or harm from Third-Party Software/Data.
• ​Software Warranty Disclaimer: Except as expressly stated, all other warranties are disclaimed, including implied warranties of merchantability and fitness for a particular purpose. Software is licensed “as is” and “with all faults.”

7. Functional Specifications

Functional Specifications are defined according to Catalis standard applications. Customizations may incur additional costs and delivery schedules.

8. Training

Catalis provides training as described in the Order Form. Additional training or personnel requests are chargeable at Catalis’s current rates plus travel expenses if not at Catalis’s facilities.

9. Third-Party Software Licenses

• ​Integration with Third Party Applications: Customer must execute documents and abide by requirements for Third-Party Software licensed or sublicensed by Catalis. Catalis may cease providing features if Third-Party providers discontinue availability.
• ​Third Party Applications and Customer Data: If Customer uses Third-Party Software with the Software/services, Customer grants Catalis permission to allow the Third-Party provider access to Customer Data as required. Catalis is not responsible for disclosure, modification, or deletion of Customer Data by such providers.

10. Restrictions Upon Disclosure of Confidential Information

• ​Protection: Recipient must use commercially reasonable care to prevent unauthorized use/disclosure of Discloser’s Confidential Information, provide it only to employees/contractors on a need-to-know basis, and use it solely for this Agreement. Breach entitles Discloser to injunctive relief. Recipient must notify Discloser of any breach and cooperate to regain possession and prevent further unauthorized use.
• ​Limited Disclosure: Recipient may disclose Confidential Information if required by law, with reasonable prior notice to Discloser. All tangible Confidential Information must be returned upon request.
• ​Ownership: All Confidential Information and adaptations remain the property of Discloser. No license or rights are granted except as expressly provided.

11. Intellectual Property Indemnity

• ​Indemnification of Intellectual Property Infringement Claims: Catalis will indemnify Customer for claims that Catalis Deliverables infringe third-party Intellectual Property, except for Third-Party Software (for which Catalis passes through any protections). Indemnity is void if Deliverables are modified by Customer or others. Catalis is not liable for claims based on combinations or derivatives not created by Catalis. Catalis controls defense and settlement.
• ​Indemnification by Customer: Customer will defend Catalis against claims that Customer Data infringes third-party rights or from Customer’s use of Software/services in violation of the Agreement, and indemnify Catalis for damages, fees, and costs.
• ​Remedy: For infringement claims, Catalis may modify Deliverables, obtain a license, or terminate the Agreement and refund unearned fees as Customer’s sole remedy.

12. Rights in Software, Data and Materials

• ​Catalis Ownership: Catalis owns all rights in the Software, Deliverables, documentation, feedback, and derivatives, exclusive of Customer Materials. Customer assigns all rights and moral rights in such items to Catalis and will execute documentation as needed.
• ​Customer Ownership: Customer owns all rights in Customer Materials. Catalis assigns all rights and moral rights in such items to Customer and will execute documentation as needed.

13. Support and Maintenance Services

• ​Scope and Definitions: Catalis provides maintenance and support to ensure Software and Deliverables operate per Functional Specifications and documentation as described in the Agreement and Order Form.
  • ​Critical Defect: Error rendering Software unable to perform a Functional Specification with no workaround.
  • ​Non-Critical Defect: Defect materially impacting operation with no workaround.
  • ​Telephone Support: General information and diagnostic advice via telephone, intended for designated users.