1. Choice of Law and Contracting Entity
These Terms and Conditions of Event Contribution (the “Agreement”) govern the payment for and sponsorship of an event (the “Contribution”) by the sponsor (“Sponsor”) from Catalyst for online or in-person events, including but not limited to webinars, conferences, and dinner galas (each, an “Event”), as described in the related purchase order, order form, invoice and/or webpage (each, the “Order”).
The governing law and jurisdiction for this Agreement shall be determined by the Catalyst entity identified in the Order.
United States: In the case of Catalyst Inc., this Agreement shall be governed by and construed in accordance with the laws of State of New York. Any disputes arising under this Agreement shall be brought exclusively in the federal or state courts located in New York County, New York and the parties waive any objection to the jurisdiction or venue of such courts.
Canada: In the case of Catalyst Canada Inc, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
United Kingdom: In the case of Catalyst United Kingdom, this Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
For the purposes of this Agreement, “Catalyst” means either Catalyst Inc., Catalyst Canada Inc., or Catalyst United Kingdom, as applicable.
This Agreement shall be effective upon the sooner to occur of Sponsor’s acceptance of the Agreement or payment of the Contribution.
2. Term; Event Postponement or Cancellation
This Agreement will expire upon completion of the Event and payment of the Contribution.
If the Event must be rescheduled and/or converted to a virtual event due to circumstances beyond Catalyst's control (such as natural disasters, acts of terrorism, or public health emergencies), Sponsor’s obligation with respect to the Contribution shall not be excused or suspended, it being understood that the primary purpose of the Contribution is to support Catalyst’s mission. If the Event is cancelled for any reason, Catalyst will at the Sponsor’s option either promptly refund the Contribution or reallocate the contribution to alternative Catalyst events and services.
3. Sponsorship Recognition
Sponsor grants Catalyst a limited, non-exclusive, non-transferable, royalty-free, worldwide license to use any materials provided by Sponsor to Catalyst for the express purpose of public distribution at the Event (including but not limited to logos, tradenames, videos, digital banners, booth materials, domain names, webpage links, branded gifts, polling, and notifications, collectively (“Acknowledgment Materials”) across all media and platforms for the sole purpose of acknowledging its Sponsorship of the Event (the “License”). Sponsor represents and warrants that Catalyst’s use of the Acknowledgment Materials in accordance with this license will not infringe or misappropriate the intellectual property or other rights of any third party. The License inures to the benefit of Catalyst’s authorized sub-licensees, contractors, and service providers engaged in the production, promotion, or distribution of the Event. Catalyst will work with Sponsor to ensure that any logo use is in in accordance with any Sponsor logo style guides provided to it.
Catalyst grants Sponsor a limited, non-exclusive, non-transferable, royalty-free, worldwide license to use at Sponsor’s option any Catalyst logos provided by Catalyst to Sponsor in connection with the Event (“Catalyst Logos”) for the purpose of promoting the Event or Sponsor’s support of the Event. Catalyst represents and warrants that such use of the Catalyst Materials by Sponsor will not infringe or misappropriate the intellectual property or other rights of any third party.
4. Privacy Notice
Collection of personal data for Contributions is governed by Privacy Notice | Catalyst, which is hereby incorporated into this Agreement by reference.
5. Disclaimer and Limitation of Liability
Catalyst does not guarantee the accuracy, completeness, or suitability of the information provided about the Event, including but not limited to the Event description, schedule, or speakers.
To the fullest extent permitted by applicable law, in no event shall either party be liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues or diminution in value, arising out of, or relating to, or in connection with any breach of this agreement, regardless of (a) whether such damages were foreseeable, (b) whether such party was advised of the possibility of such damages, (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and (d) the failure of any agreed or other remedy of its essential purpose.
To the fullest extent permitted by applicable law, in no event shall either party’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total Contribution paid by Sponsor to Catalyst under this Agreement or $100,000, whichever is greater (the “Liability Cap”). The Liability Cap shall not apply to any claim for unpaid Contributions.
Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded under applicable law.
The parties agree that the exclusions and limitations in this Agreement are reasonable and proportionate, taking into account (among other things) the charitable or non-profit status and resources of Catalyst and the nature of the obligations undertaken by the parties.
6. Catalyst’s Proprietary Rights
Catalyst and/or our licensors and suppliers own the Event content, including recordings and photographs thereof, along with any information or materials made available to you in connection with the Event (“Event Content”). The Event Content is protected by copyright, trademark, patent and/or other proprietary rights and laws. You agree not to reproduce, modify, sell, distribute, or create derivative works based on, all or any part of the Event Content.
Trade names, trademarks, and service marks used in connection with the Event, including the Catalyst logo are owned by Catalyst, Catalyst’s licensors or other respective owners. Nothing contained in this Agreement or in connection with the Event should be construed as granting, any license or right to use any such trade names, trademarks, or service marks without the express prior written consent of the owner.
7. Miscellaneous
Headings are for convenience only. This Agreement and the Order constitute the complete, exclusive and final expression of the agreement between the parties, and supersedes all prior discussions, understandings and agreements between them, with respect to the subject matter hereof. This Agreement shall prevail over any Sponsor general terms and conditions regardless of when the Sponsor has submitted its request for such terms, including any subsequent terms required to receive payment or Acknowledgment Materials. The provision of the sponsorship to Sponsor does not constitute acceptance of any of Sponsor’s terms and conditions and does not serve to modify or amend these terms. Sections 1 and 3-7 shall survive termination or expiration of this Agreement.