Last updated: 3 February 2023

Catalan.ai Inc. (hereinafter “Provider,” “we” or “us”) provides this website, our computing applications and the associated data, services, information, tools, functionality, updates and similar materials (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms of Service (the “Agreement”). 

This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.

We may revise or update this Agreement by posting an amended version through the Service and making you aware of the revisions, which may be through posting to the Service or otherwise. Your continued access to or use of the Service following our notice of changes to this Agreement (or other acceptance method) means you accept such changes. Please refer to the “Last updated” date above to see when the Agreement was last updated.

1. Right to Access

As long as you are in compliance with the conditions of this Agreement and all incorporated documents, Provider grants you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive right to access and use the Service for your internal business purposes only. No rights not explicitly listed are granted.

2. Incorporated Terms

The additional terms and conditions provided for in the Privacy Policy (“Privacy Policy”) are incorporated into this Agreement as if fully set forth herein.

3. User Eligibility

Users on the Service may be businesses, or users given access to the Service by such businesses (collectively, “Users” or “you”). When used in this Agreement, “you” shall refer to the User individually, as well as in their capacity as an agent or representative of any business that such User represents, if any.

Users must be at least thirteen (13) years old to use the Service. By using the Service, you represent that you meet this minimum age requirement. 

Some parts or all of the Service may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.

By requesting to use, registering to use and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions hereof. You represent and warrant that (i) you are not a competitor of Provider and shall not access the Service if you are; and (ii) you are properly licensed, permitted and qualified as required in your applicable jurisdiction to conduct yourself as a User. 

4. Important Notices

We do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that Users will be able to access or use the Service, or its features, at all times.

The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice, even if your order has already been accepted or processed.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.

Predictive pricing materials appearing on or through the Service are based upon our limited knowledge of your business and products, and are influenced by multiple variables and external factors not within our control, and thus are uncertain by their nature. We cannot promise or guarantee outcomes with respect to your business and you should not rely solely upon such materials when making business decisions. You are solely responsible for any decisions you make based upon such materials. We are not responsible for any lost profits or lost revenue sustained by you or the business that you represent.

5. Subscriptions and Fees

To access certain elements of the Service, Users may be required to enroll in ongoing, automatically-renewing subscriptions to access the Service (the “Subscriptions”). Subscriptions may require the payment of certain fees to access certain elements of the Service (“Fees”). Certain Subscriptions may be trial subscriptions that do not require that a user pay Fees (the “Trial Subscriptions”). Trial Subscriptions may have limited functionality, a different subscription term, may not renew and instead expire at the end of a subscription term, and may have other terms and conditions associated with them that differ from other Subscriptions’ terms and conditions. When you sign-up for a Subscription, you will be granted access to the Service for the length of time identified when you sign-up. You will be charged in the amounts and at the times identified in the Subscription you select. We reserve the right to change the applicable Fees and to institute new Fees at the end of the current Subscription term, upon thirty (30) days prior notice to you, which may be sent by email or by posting the revised or new Fees to the Service.

SUBSCRIPTIONS AUTOMATICALLY RENEW UNTIL CANCELLED BY YOU, UNTIL THE SUBSCRIPTION IS CANCELLED BY US, OR UNTIL WE TERMINATE ACCESS TO OR USE OF THE SERVICE IN ACCORDANCE WITH THESE TERMS. THE LENGTH OF ANY SUCH RENEWAL TERM SHALL BE THE SAME AS THE PRIOR TERM UNLESS OTHERWISE DESCRIBED ON THE SERVICE. FEES OR CHARGES DURING ANY SUCH RENEWAL TERM SHALL BE THE SAME AS THAT DURING THE PRIOR TERM UNLESS OTHERWISE DESCRIBED ON THE SERVICE, IN WHICH CASE THE INCREASE SHALL BE EFFECTIVE UPON RENEWAL AND THEREAFTER. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME.

TO CANCEL, YOU CAN EITHER (I) EMAIL US AT legal @catalan.ai AND FOLLOW THE INSTRUCTIONS, IF ANY, WE PROVIDE TO YOU IN RESPONSE TO YOUR CANCELLATION REQUEST; OR (II) INITIATE A CANCELLATION THROUGH YOUR ACCOUNT SETTINGS ON THE SERVICE. Any Fees incurred prior to cancellation are non-refundable.

If you upgrade your Subscription, you will be charged the difference in your current Fees and the upgraded Fees when you upgrade, and you will be charged the Fees for the upgraded Subscription on an ongoing basis as provided herein. If you downgrade your Subscription, you will be charged the reduced Fees at the beginning of the renewal period.

We may use a third-party payment processor (the “Payment Processor”) to process your payment of the Fees. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. You agree to provide us, and keep updated, accurate and complete information about you and your chosen payment provider or account (your “Payment Method”), including without limitation your credit card number, your credit card verification or other security code, the expiration date of your credit card, and your address. Verification of information may be required prior to the acknowledgment or completion of any transaction. You authorize us to share such information as well as transaction information with the Payment Processor. You agree to pay us, through the Payment Processor any and all Fees that accrue. You agree to make payment using that selected Payment Method, and you authorize us, through the Payment Processor, to charge your Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any transaction.

For any Subscription, you agree that your right to access the Service is not a service, repair or maintenance to real or personal property.

Current range of Subscription rates and tiers are available for review on the Service.

6. Rules of Conduct

Your access to and use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.

You agree not to distribute, upload, make available or otherwise publish through the Service any information, ideas, text, suggestions, comments, questions, messages, tags, causes, promotions, documents, links, or similar materials (“Content”) that:

• are unlawful or encourage another to engage in anything unlawful;

• contain a virus or any other similar programs or software which may damage the operation of our or another’s computer;

• violate the rights of any party or infringe upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or

• are libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.

You further agree that you will not do any of the following:

• breach, through the Service, any agreements that you enter into with any third parties;

• stalk, harass, injure, or harm another individual through the Service;

• modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;

• interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;

• transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;

• attempt to probe, scan or test the vulnerability of a system or network of the Service or to breach security or authentication measures without proper authorization;

• take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

• harvest or collect the email address, contact information, or any other personal information of other users of the Service;

• use any means to crawl, scrape or collect content from the Service via automated or large group means;

• submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;

• impersonate any other person or business;

• access or attempt to access any portion of the Service that is not public; or

• override or attempt to override any security measures in place on the Service.

You must keep your username, password and any other information needed to log in to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account or profile by others.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service.

Notwithstanding anything herein to the contrary, we reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, as well as ourselves from violations of the representations and warranties stated in Section 3 of this Agreement, including but not limited to restricting your access to and use of the Services, restricting or terminating your ability to upload Content, immediately terminating your access to of the Service, or terminating your access to the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

7. Content Submitted or Made Available to Provider

You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce and otherwise use Content you make available to us.

Therefore, if you choose to submit any Content through or on the Service, or otherwise make available any Content through the Service including via any integration of the Service with a third party service, you hereby grant Provider a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Content, including without limitation distributing part or all of the Content in any media format through any media channels.

By submitting any Content to Provider you hereby agree, warrant and represent that: (a) the Content does not contain proprietary or confidential information, and the provision of the Content is not a violation of any third-party’s rights; (b) all such Content is accurate and true, (c) Provider is not under any confidentiality obligation relating to the Content; (d) Provider shall be entitled to use or disclose the Content in any way; and (e) you are not entitled to compensation or attribution from Provider in exchange for the Content; and (f) to the extent required, you have obtained all requisite consents and permissions for you and us to use the Consent with respect to the Service and the Agreement.

You acknowledge that Provider is under no obligation to maintain the Service, or any information, causes, materials, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

8. Intellectual Property

Provider’s graphics, logos, names, designs, page headers, button icons, scripts, and service names are trademarks, trade names and/or trade dress of Provider. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are the property of Provider or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain the sole and exclusive property of Provider and/or its licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

9. Data Collection and Use

You understand and agree that Provider’s Privacy Policy shall govern the collection and use of data obtained by Provider through your use of the Service.

10. Enforcement and Termination

Provider reserves the right to deny all or some portion of the Service to any user, in Provider’s sole discretion, at any time. Without limiting the foregoing or assuming additional legal obligations, Provider has a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. All grants of any rights from you to Provider related to Content or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.

11. Links and Third-Party Content

The Service may contain links. Such links are provided for informational purposes only, and Provider does not endorse any website or services through the provision of such a link.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties. Provider does not endorse any third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by Provider.

To the extent that you use any functionality of the Service to link to or submit third party Content or integrate with a third party service, you shall obtain all requisite consents and permissions for you and us for such use.

12. DISCLAIMERS AND LIMITATION ON LIABILITY

EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT PROVIDER PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PROVIDER, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURRACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM PROVIDER SHALL CREATE ANY WARRANTY.

USE OF THE SERVICE IS AT YOUR SOLE RISK. PROVIDER DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL COMPONENTS. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER, ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF PROVIDER AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither Provider nor any of its subsidiaries, affiliated companies, employees, members, shareholders, or directors shall be liable for (1) any damages in excess of $500.00 or (2) any consequential, indirect, incidental, punitive, special, or exemplary damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.

This limitation shall not apply to any damage that cannot be disclaimed in this Agreement. SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

13. Indemnification

You agree to defend, indemnify and hold Provider and its suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation (“Costs”) arising out of or based on (a) Content you submit to or transmit through the Service (b) your access to or use of the Service, (c) your violation of the Agreement, (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service, and allegations that Content you submit, link to, or transmit through the Service infringes the intellectual property rights of, or violates other rights of, a third party. In the case of subsection (e), Costs shall include but not be limited to, any of our expenses related to responding to or complying with third party notices or demands.

14. Governing Law and Jurisdiction; Arbitration

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send an email requesting arbitration and describing your claim to legal@catalan.ai.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in New York, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.

You and Provider agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Provider agree that each have waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.

15. Policies For Children

The Service is not directed to individuals under the age of 13. In the event that Provider discovers that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information. For more information about our privacy practices with respect to the personal information of children, please see our Privacy Policy.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

16. General

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Revisions. In the event that Provider updates this Agreement, you may be required to re-affirm the Agreement, through use of the Service, or otherwise.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Provider as a result of this Agreement or your use of the Service.

Assignment. Provider may assign its rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without Provider’s prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: legal@catalan.ai.

Equitable Remedies. You hereby agree that Provider would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and Provider with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

Force Majeure. In no event shall we or our affiliates be liable to you for any damage, delay or failure to perform resulting directly or indirectly from any event outside of our reasonable control or any force majeure event.

17. Copyright Policy

If you believe in good faith that any material posted on or through our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

• A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed;

• Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;

• Information reasonably sufficient to permit us to contact you;

• A statement that you have 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; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:

Copyright Agent
Catalan.ai Inc.
Manuel Couto
70 Ralph Place
Berkeley Heights, NJ 07922
9734178060
e-mail: legal @catalan.ai

18. Complaint Policy (Including Trademark and Privacy)

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to legal@catalan.ai containing the following information:

• Your name, physical address, e-mail address and phone number;

• A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;

• Identification of the location of the material on the Service;

• If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;

• If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;

• A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,

• Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party