Legal

Terms and Conditions

1.Agreement and Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to both you and that entity.

Where you have signed a separate written service agreement, proposal, statement of work, or order with Catalyst (a “Service Agreement”), that document controls over these Terms to the extent of any direct conflict. These Terms otherwise apply to every engagement.

2.The Services

Catalyst designs, builds, and operates CRM architecture, automation, AI communication agents, growth systems, websites, dashboards, integrations, and custom software for businesses. The Catalyst CRM platform is provided to clients on a subscription basis, with each client operating in its own segregated account.

The Services are general-purpose business tools. They are not designed, certified, or warranted to satisfy industry-specific regulatory regimes, including HIPAA, HITECH, GLBA, FISMA, PCI DSS (beyond what our payment processors provide), or similar frameworks. See Section 8 for restrictions on regulated data.

The Services are offered to businesses in the United States. You may not use the Services from any location where doing so would violate applicable law.

3.Accounts and Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, including activity by your employees, contractors, and anyone to whom you grant access. Notify us immediately at the address in Section 26 of any unauthorized use. We may suspend or reclaim any username or account that we reasonably determine is inappropriate, infringing, or being used in violation of these Terms.

You agree to provide accurate, current, and complete information during onboarding and to keep it updated. Information you submit is also governed by our Privacy Policy.

4.Fees and Payment

Fees are stated in U.S. dollars and are set out in your Service Agreement, invoice, or on our website. Unless otherwise agreed in writing, engagements consist of three billing components:

• Platform subscription. A recurring monthly fee for Catalyst CRM access, ongoing maintenance, and standard support. The subscription is the base of every engagement and includes the ongoing-service retainer; no separate retainer is charged.
• Infrastructure and usage charges. Recurring or variable costs such as hosting, business phone numbers, SMS and voice usage, AI agent usage, email sending, and domains. These are itemized on each invoice and vary with your actual usage.
• Project and build fees. One-time fees for websites, automation builds, migrations, integrations, and custom development, scoped and agreed in writing before work begins.

We accept payment by major credit and debit cards, ACH, PayPal, and Stripe. Recurring fees are billed in advance; usage charges are billed in arrears. Invoices are due on receipt unless the invoice states otherwise. Overdue amounts may accrue interest at 1.5% per month (or the maximum lawful rate, if lower), and we may suspend the Services after written notice until the account is current. You are responsible for all sales, use, and similar taxes, excluding taxes on our income.

We may change subscription or usage pricing with at least thirty (30) days’ written notice; changes take effect at your next billing period after the notice period. We may correct pricing or typographical errors on our website or invoices at any time, including after an order has been placed.

5.Subscriptions, Renewal, Cancellation, and Final Billing

Subscriptions are month-to-month and renew automatically at the start of each billing period until cancelled. By subscribing, you authorize us to charge your payment method on file for each renewal and for all usage charges.

Written notice of cancellation must be sent to the email address in Section 26 and is effective on the date we receive it. Usage charges incurred through the end of the final billing period remain payable.

6.Project Work and Deliverables

Project work is defined by a written scope agreed before build begins. Changes to scope are documented and may affect price and timeline. Unless the Service Agreement states otherwise, project fees are invoiced on scoping, and work does not begin until the initial invoice is paid. Deliverables are deemed accepted when you confirm acceptance in writing or, if sooner, ten (10) business days after delivery without written notice of material non-conformance. Timelines are good-faith estimates; delays caused by late feedback, incomplete materials, or third-party platforms extend the timeline accordingly.

7.Client Data and Ownership

You own your data. Contacts, leads, patient or customer records, conversations, and other content that you or your users submit to, or that is generated within, your Catalyst CRM account (“Client Data”) belong to you. Catalyst stores and processes Client Data only to provide and support the Services, to comply with law, and as described in our Privacy Policy. Catalyst does not sell Client Data and does not use the contacts in one client’s account for the benefit of any other client.

Account segregation. Each client operates in a separate account. We do not move, reference, or route data between client accounts, and you may not attempt to do so.

Your responsibilities. You are responsible for the accuracy and lawfulness of Client Data, for having all rights and consents necessary to collect it and to let us process it, and for maintaining your own backups of any data you consider critical. We perform routine platform backups but are not liable for loss or corruption of Client Data.

Aggregate data. We may collect and use aggregated, de-identified usage and performance data to operate, secure, and improve the Services, provided it does not identify you or any individual.

Data export on termination. For thirty (30) days after a subscription ends, you may request an export of your Client Data in a standard format. After that period we may delete Client Data from active systems in the ordinary course.

8.Regulated Data and Protected Health Information

Catalyst works with healthcare and other regulated businesses only for non-regulated operational data, such as scheduling, general inquiries, marketing, and business contact information. If you are in a regulated industry, you must configure your intake forms, scripts, and workflows so that regulated data is not collected through the Services.

9.Intellectual Property and Catalyst-Built Systems

Our property. The Services, including the website, the Catalyst CRM platform configuration, snapshots, templates, workflows, automations, AI agent prompts and logic, scripts, dashboards, documentation, methodologies, software, and all related trademarks and branding (“Catalyst Materials”), are owned by Catalyst or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted here, no rights in Catalyst Materials are transferred to you.

Catalyst-built systems. Workflows, automations, pipelines, AI agents, and systems that Catalyst designs or configures for you remain Catalyst’s property. During your subscription you receive a non-exclusive, non-transferable license to use them within your account for your internal business purposes. That license ends when your subscription ends; any continued use of Catalyst-built systems after cancellation is at Catalyst’s sole discretion and may be subject to a separate license fee.

Custom deliverables. Where a Service Agreement expressly provides that specific deliverables (for example, a website or custom application) are assigned to you, ownership of those deliverables transfers upon full payment, excluding any Catalyst Materials and pre-existing or reusable components incorporated in them, which remain Catalyst’s property and are licensed to you for use with the deliverable.

Feedback. Suggestions or feedback you provide may be used by Catalyst without restriction or compensation.

Website license. You may view and download content from our website for your personal or internal business evaluation only. You may not reproduce, republish, scrape, or commercially exploit website content without our written permission.

10.Acceptable Use

You agree not to, and not to permit others to:

• use the Services in violation of any law, regulation, or third-party right, including anti-spam, telemarketing, consumer protection, and privacy laws;
• send unsolicited or unlawful messages, or contact individuals who have opted out or are on a do-not-contact list;
• upload malicious code, interfere with or disrupt the Services, or attempt to gain unauthorized access to any account, system, or network;
• scrape, crawl, or harvest data from the Services or other users, or use bots or automated means to access the Services other than through supported integrations;
• copy, modify, reverse engineer, decompile, or create derivative works of the Services or Catalyst Materials, or resell, sublicense, or white-label them without a written agreement;
• share credentials, circumvent usage limits or security features, or misuse API keys or integrations;
• use the Services to deceive, defraud, harass, defame, or harm any person, or to impersonate Catalyst or any other party;
• remove proprietary notices, or use Catalyst’s name or marks without permission.

We may monitor the Services for compliance and may remove content or suspend access, with or without notice, where we reasonably believe this Section has been violated.

11.Third-Party Platforms and Services

The Services rely on third-party infrastructure and providers, including the underlying platform on which Catalyst CRM is built, telephony and SMS carriers, email delivery services, hosting and content-delivery providers, payment processors, AI model providers, and advertising platforms. Your use of those services may be subject to their own terms and acceptable-use policies, which you agree to comply with. Catalyst is not responsible for the acts, omissions, outages, pricing changes, or policy changes of third-party providers, and may modify or replace providers as needed to operate the Services.

Our website may link to third-party sites. We do not control and are not responsible for their content or practices.

12.Messaging, Calling, and Compliance

Messages we send to you. By providing your phone number and opting in, you consent to receive transactional and informational SMS messages and calls from Catalyst about your account, bookings, and services, and, where you separately opt in, marketing messages. Message frequency varies. Message and data rates may apply. Reply STOP to any message to opt out and HELP for assistance. Consent is not a condition of purchase.

Messages you send through the Services. If you use the Services to send SMS, make calls, or run AI voice or chat agents, you are the sender of those communications. You are solely responsible for obtaining and documenting valid prior express consent from each recipient as required by the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing laws, carrier and 10DLC registration requirements, and any other applicable rules; for honoring opt-outs and do-not-call lists promptly; for the accuracy of campaign registration information; and for the content of every message. Catalyst may suspend messaging features if carrier complaints, filtering, or regulatory concerns arise. You will reimburse Catalyst for any carrier fines, fees, or penalties resulting from your campaigns.

AI agents. AI-generated responses may contain errors. You are responsible for reviewing the configuration, disclosures, and outputs of any AI agent deployed in your account, including any legally required disclosure that a recipient is interacting with an automated system.

13.Testimonials and Publicity

We publish client stories only with permission. If you provide a testimonial, review, quote, or photo, or approve one we draft from your feedback, you grant Catalyst a non-exclusive, royalty-free, worldwide license to publish it, together with your name, title, company name, and likeness as you have approved them, on our website, proposals, social media, and other marketing. You may withdraw this permission at any time by contacting us, and we will remove the testimonial from materials we control within a reasonable time; copies already distributed in print or by third parties may persist. You represent that the testimonial is accurate, reflects your own experience, and that you are authorized to give it on behalf of your company. We may lightly edit for length or clarity without changing meaning. Unless you have agreed otherwise in writing, we may also identify you as a client by name and logo.

14.Confidentiality

Each party agrees to protect the other’s non-public business, technical, financial, and client information disclosed in connection with the Services, to use it only for purposes of the engagement, and not to disclose it to third parties except to personnel and providers who need it and are bound by comparable obligations, or as required by law. Catalyst Materials and pricing are Catalyst’s confidential information; Client Data is your confidential information. These obligations survive for three (3) years after the engagement ends, and indefinitely for trade secrets.

15.Availability, Maintenance, and Changes

We aim to keep the Services available continuously but do not guarantee uninterrupted or error-free operation. The Services may be unavailable due to maintenance, updates, third-party outages, or events outside our control. We may modify, add, or discontinue features of the Services at any time; where a change materially reduces core functionality you are paying for, we will provide reasonable notice.

16.Term and Termination

These Terms apply for as long as you use the Services. Subscriptions end as described in Section 5. We may suspend or terminate your access immediately, with or without notice, if you materially breach these Terms, fail to pay amounts when due after notice, use the Services unlawfully, or create risk or legal exposure for Catalyst, other clients, or third parties. On termination, your right to use the Services and Catalyst-built systems ends, amounts owed become immediately due, and Sections 4, 5, 7 through 9, 13, 14, and 17 through 25 survive.

17.Disclaimer of Warranties

The Services and all Catalyst Materials are provided “as is” and “as available.” To the fullest extent permitted by law, Catalyst disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. Catalyst does not warrant that the Services will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Services will produce any particular result, including any level of leads, bookings, rankings, revenue, or cost savings. Any figures, benchmarks, or examples on our website are illustrative only and are not guarantees. The self-assessment, scoring, and cost-estimate tools on our website produce general, automated estimates from the answers you enter; they are not quotes, audits, or professional advice, and no pricing is binding until set out in a written proposal or Service Agreement.

18.Limitation of Liability

To the fullest extent permitted by law, Catalyst and its members, managers, employees, contractors, and providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, arising out of or relating to the Services or these Terms, however caused and under any theory of liability, even if advised of the possibility of such damages. Catalyst’s total cumulative liability for all claims arising out of or relating to the Services or these Terms will not exceed the lesser of (a) the amounts you paid to Catalyst in the three (3) months immediately preceding the event giving rise to the claim, or (b) one thousand U.S. dollars ($1,000).

Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the greatest extent permitted by law.

19.Indemnification

You will defend, indemnify, and hold harmless Catalyst and its members, managers, employees, contractors, and providers from and against all claims, damages, losses, fines, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Client Data or content; (b) your use of the Services, including messages, calls, and campaigns sent through them; (c) your breach of these Terms or of applicable law, including privacy, telemarketing, and healthcare regulations; (d) regulated data you introduce in violation of Section 8; or (e) any dispute between you and your customers, patients, partners, or employees. We may assume the exclusive defense of any matter subject to indemnification, and you will cooperate at your expense.

20.Governing Law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.Good-Faith Resolution and Binding Arbitration

Good-faith resolution first. Before initiating arbitration or any other proceeding, the party raising a dispute must send written notice describing the dispute to the other party. The parties will then attempt in good faith to resolve the dispute informally for at least thirty (30) days from the date the notice is received. Neither party may commence arbitration until that period has elapsed.

Binding arbitration. Any dispute not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator and seated in Hillsborough County, Florida, though hearings may be held by videoconference where appropriate. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award any relief available in court on an individual basis, and the Federal Arbitration Act governs the interpretation and enforcement of this Section.

Class-action waiver. Disputes will be arbitrated only on an individual basis. You and Catalyst waive any right to bring or participate in a class, collective, consolidated, or representative action or arbitration.

Exceptions. Either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in the state or federal courts located in Hillsborough County, Florida, for claims involving infringement or misuse of intellectual property, confidential information, or unauthorized access to the Services. Each party consents to the personal jurisdiction of those courts for such matters.

Time limit. Any claim must be filed within one (1) year after it arises; otherwise it is permanently barred.

22.Electronic Communications and Signatures

You consent to receive notices, agreements, disclosures, and invoices electronically, by email, through the Services, or by posting on our website, and agree that electronic records and signatures (including clicking to accept, replying by email, and paying an invoice) satisfy any legal requirement for a writing or signature. Payment of an invoice for a proposal or Service Agreement constitutes acceptance of that proposal or agreement and these Terms.

23.Relationship of the Parties

Catalyst is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship between you and Catalyst. Neither party may bind the other.

24.Changes to These Terms

We may update these Terms from time to time. The “Last updated” date at the top reflects the current version. For material changes affecting active subscribers we will provide at least thirty (30) days’ notice by email or through the Services. Your continued use of the Services after a change takes effect constitutes acceptance of the revised Terms. If you do not agree, you may cancel under Section 5.

25.General Provisions

Entire agreement. These Terms, the Privacy Policy, and any Service Agreement are the entire agreement between you and Catalyst regarding the Services and supersede all prior understandings. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Waiver. A failure or delay in enforcing any right is not a waiver of it. Assignment. You may not assign these Terms without our written consent; Catalyst may assign them in connection with a merger, acquisition, reorganization, or sale of assets. Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, except payment obligations. Notices. Notices to Catalyst must be sent to the email or mailing address in Section 26; notices to you may be sent to the contact information on your account. Headings are for convenience only. No third-party beneficiaries. These Terms confer no rights on any third party.

26.Contact Us

Questions, notices, and cancellation requests under these Terms should be sent to: