Catalyst Network Membership Terms and Conditions

These Catalyst Network Membership Terms and Conditions (the “Terms”) are between your organization (“you” or the “Network Member”) and the Catalyst entity listed in the Catalyst Order Form or invoice (“Catalyst,” “we,” or “us”). By signing an order form that references these Terms, issuing a purchase order that references the applicable order or invoice, paying the membership fee, or using Network Membership benefits, your organization agrees to the Agreement (defined below). A person accepting the Agreement represents that they are authorized to do so for the Network Member.

1. About Catalyst Network Membership

1.1 Catalyst Network Membership is a professional membership for organizations. It gives your organization access to the benefits, programs and resources of the Network Membership tier you join.

1.2 Network Membership is not a form of corporate or statutory membership. It does not give you any voting rights, governance rights, ownership interest, or any right to take part in the management or affairs of Catalyst.

1.3 The agreement consists of these Terms, the applicable Catalyst order form or, if there is no signed Catalyst order form, the applicable Catalyst invoice, and any benefit-specific terms identified in Schedule 2 (collectively the “Agreement”). Any purchase order, supplier onboarding portal, procurement system entry, vendor registration process, supplier code, or other customer/Network Member document is for administrative purposes only and shall not modify, supplement, or supersede this Agreement, regardless of any contrary language contained therein.

1.4 Each person who signs or accepts the Agreement represents that they have authority to bind the organization they represent.

2. Network Membership Tiers

2.1 Network Membership is offered at the tiers below. The benefits, programs and resources of each level are described here. Current pricing is shown in the applicable Order Form or Invoice.

2.2 Catalyst may update the benefits, programs and resources included in a Network Membership tier from time to time to improve or maintain the program. Catalyst will not materially reduce the overall value of the purchased tier during the current Term without giving at least 30 days prior written notice. If Catalyst does so, you may cancel by written notice within that 30-day period and receive a prorated refund of prepaid fees for the unused portion of the Term. This is your sole remedy for a material mid-Term reduction in what is included in a tier.

3. Benefits and the Terms That Apply to Them

3.1 Network Membership benefits, programs and resources may include content, tools, events, workshops, speaking engagements, and on-demand engagements. Some offerings included within your Network Membership tier have additional terms, including but not limited to speaking engagements, workshops, or events terms that cover - by way of example only - attendance, recording, or use of materials etc. Those additional terms apply to that offering and form part of the Agreement. Where an offering-specific term conflicts with these Terms, the offering-specific term controls for that offering only.

3.2 Schedule 2 below shows which sets of terms apply to which Network Membership tiers.

4. The Catalyst Website

4.1 Some Network Membership content is made available to you via the Catalyst website (“Network Member Site”), while your Network Membership is active and in good standing, your organization and its employees may access, use and distribute content published on the Network Member Site for internal business purposes.

4.2 You may not share, redistribute, resell, sublicense, or publish content on the Network Membership Site outside your organization, and you may not use it to build a similar program or resource or use it to train an artificial intelligence model. Network Membership content and all related intellectual property remain owned by Catalyst or its licensors.

4.3 Your access to the Network Membership Site depends on active Network Membership. When your Network Membership ends, your right to access the Network Membership Site ends too and you must delete all soft copies of Catalyst content from your internal systems and destroy all printed copies. Storing Catalyst content is prohibited.

5. Term and Cancellation

5.1 Network Membership starts on the date identified on the Catalyst Order Form or invoice and runs until the termination date specified therein (the “Term”). Except for a refund expressly provided in Section 2 or 12, fees are non-cancellable and non-refundable, unless required by law.

6. Fees and Payment

6.1 You pay the annual fee for your Network Membership level upfront, in advance, upon receipt of the invoice and in accordance with the Agreement. Unless otherwise agreed in the Catalyst order form, all fees are due within 60 days of receipt of a correct invoice.

6.2 Fees are payable in the currency specified for your region as set out in Schedule 1. Any applicable taxes are your responsibility. You authorize us (or our payment processor) to charge your chosen payment method for your first year and for each renewal.

6.3 Failed payments. If a payment fails, we may retry it and may suspend or end your Network Membership until payment is received.

7. Using Your Network Membership

7.1 Please use your Network Membership lawfully and in line with these Terms and any guidelines we give you. Do not use it in any way that breaks the law, infringes someone else's rights, or could harm Catalyst's reputation or the integrity of its work.

7.2 Keep your account details accurate and up to date, including your billing and notice contacts. You are responsible for keeping login credentials confidential and for activity under your account.

8. Privacy and Confidentiality

8.1 How we handle personal data in connection with Network Membership is explained in the Catalyst Privacy Notice at https://www.catalyst.org/pages/privacy-notice, which forms part of these Terms.

8.2 Each of us is responsible for our own compliance with the data protection laws that apply to us (including the UK GDPR and applicable US and Canadian privacy laws) for the personal data we each control.

8.3 “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential. It does not include information that the recipient can show was already lawfully known, becomes public without breach, is received lawfully from another source without a duty of confidentiality, or is independently developed. The recipient will use Confidential Information only to perform or receive benefits under the Agreement, protect it using reasonable care, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality duties. A legally required disclosure is permitted after advance notice, where lawful. These obligations continue for three years after disclosure, except that trade secrets remain protected as long as they qualify as trade secrets under applicable law

9. Intellectual Property

9.1 Catalyst owns or licenses all intellectual property in its name, logos, content, resources, tools, materials, and recordings (including recordings of speaking engagements, workshops, and events). These Terms do not transfer any intellectual property ownership rights to you or any license (except as expressly provided otherwise in Section 4 of the Terms or elsewhere in the offering specific Terms).

9.2 As a Network Member you may publicly refer to your organization as a Catalyst Network Member and use the Catalyst logo. In doing so, you must follow any brand guidelines we provide, and we can withdraw that permission at any time upon advance written notice.

10. What We Can and Cannot Promise

10.1 Catalyst will provide the Network Membership in a professional manner consistent with generally accepted standards for services of this nature. Except for that express commitment, and to the maximum extent permitted by applicable law, the Network Membership, Catalyst content, and the Network Member Site are provided “as is” and “as available.” Catalyst does not promise that they will meet every requirement or be uninterrupted or error-free. Catalyst may perform maintenance and make reasonable operational changes.

11. Our Liability to You

11.1 Nothing in the Agreement excludes or limits liability to the extent it cannot legally be excluded or limited, including liability for fraud or fraudulent misrepresentation and, where applicable, death or personal injury caused by negligence

11.2 Otherwise, we are not liable for indirect or consequential losses, or for lost profits, revenue, data, or goodwill.

11.3 Otherwise, our total liability connected with your Network Membership will not be more than the aggregate fees you paid to Catalyst in connection with the Network membership in the 12 months before the event that led to the claim.

12. Suspending or Ending Network Membership

12.1 We may suspend or end your Network Membership straight away if you materially breach the Agreement (including not paying) and, if the problem can be fixed, you do not fix it within 15 days of a written request. If you terminate for Catalyst’s uncured material breach of this Agreement, Catalyst will refund prepaid fees for the unused portion of the Term.

12.2 When your Network Membership ends, your access to the benefits, programs and resources ends. The parts of these Terms that should naturally continue (such as intellectual property, our liability, and governing law) will still apply.

13. Changes to These Terms

13.1 We may update these Terms from time to time. For material changes, the updated Terms will take effect at the next renewal. Keeping your Network Membership after that date means you accept the updated Terms.

14. General

14.1 Governing law and courts. The governing law and exclusive courts listed for the applicable Catalyst entity in Schedule 1 apply, without regard to conflict-of-law rules. Each party consents to those courts. This does not affect any mandatory rights you have under the law of your own country that cannot be excluded by agreement. The Catalyst entity listed in the Catalyst Order Form or invoice is the contracting party.

14.2 Whole agreement. These Terms, your Network Membership details, and any benefit-specific terms are the entire agreement about your Network Membership and replace any earlier proposal discussion, or arrangement.

14.3 Transfers. You cannot transfer these Terms to anyone else without our agreement. We may transfer them to an affiliate or successor.

14.4 If part of these Terms doesn't hold up. If any part is found unenforceable, the rest still applies. If we don't enforce a term straight away, that doesn't mean we give up the right to.

Schedule 1 — Network Membership Entity, Governing Law, and Currency

The Catalyst entity you join through is specified in the Catalyst Order Form or invoice and determines the governing law, currency and taxes as follows:

Schedule 2 — Additional Terms