Last revised: June 1, 2023
1. THE EXPERT MARKETPLACE PLATFORM
1.2 Use and Restrictions.
1.3 Engaging Experts.
(a) General. Unless otherwise expressly agreed to by Catalant and Customer in writing, Customer and its End Users must engage Experts via the Services in accordance with this Section 1.3. In addition, Customer acknowledges and agrees that all confirmations, approvals or other actions by Customer or any End User in connection with the Services must be taken through an End User’s Account via the Services (e.g., approval of Expert proposals and Expert’s payment requests).
The Catalant Project Agreement Template is provided as a convenience and may not be appropriate for all jurisdictions or all contracts. Catalant does not assume any responsibility for any consequence of using the Catalant Project Agreement Template. The Catalant Project Agreement Template is not intended to and does not (A) constitute legal advice, (B) create an attorney-client relationship, or (C) constitute advertising or a solicitation of any type. Customer should consult independent counsel in drafting and negotiating any agreement.
1.5 Acknowledgment. Customer acknowledges, agrees and understands that:
(a) Catalant operates the Services, which is a technology platform that connects customers with Experts. Catalant is not an individual consultant or consulting firm and does not perform or provide any consulting services (including the Expert Services).
(b) Experts are independent of Catalant and are not employees or subcontractors of Catalant. As between the Parties, Customer (and not Catalant) is solely responsible for evaluating, selecting and supervising Experts for all Projects, including reviewing Expert’s qualifications and experience and determining which Experts are suitable for the applicable Projects. Catalant does not, in any way, direct, control or monitor the Experts or the performance of the Expert Services by Experts. Catalant does not verify and is not responsible for (i) the reliability, availability, capability or qualifications of any Experts, (ii) the Expert’s compliance with any Project Agreement or any laws, rules, regulations and standards regarding the Expert’s business or services, (iii) the quality, suitability or security of any services advertised or provided by such Experts, or (iv) the truth or accuracy of any Expert profiles or the materials or services provided by Experts.
2. FEES AND PAYMENT
2.1 Fees and Invoicing.
(a) Client Total. All fees, expenses and charges due to both Catalant and Expert in connection with a Project (the “Client Total”) will be paid by Client to Catalant. The Client Total includes:
The fee due to Catalant for a Project (the “Catalant Fee”), which is calculated as a percentage of the Total Project Fees set forth in the applicable Project Agreement. “Total Project Fees” is the sum of the Expert Fee and the Catalant Fee; and
The amounts due to Expert for a Project, which comprise of: (i) the fee charged by Expert for Customer’s receipt of Expert Services agreed upon by Customer and Expert in the applicable Project Agreement (the “Expert Fee”) and (ii) expenses incurred by the Expert in connection with the Project agreed upon by Customer and Expert in the applicable Project Agreement (“Project Expenses”).
4. OWNERSHIP; CONFIDENTIALITY
4.1 Ownership. The Services’ “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property Law. Customer acknowledges and agrees that Catalant and/or its licensors own all right, title and interest in and to the Services (including all intellectual property rights therein or related thereto) and Customer agrees not to take any action(s) inconsistent with such ownership interests. Any and all improvements, updates, modifications or enhancements, whether made, created or developed by Catalant or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of Catalant. Upon creation, all Revisions become the sole and exclusive property of Catalant. The Services may include links to third party websites or content. Customer is responsible for deciding if Customer wants to access or use third-party websites or content that link from the Services. Customer agrees that Catalant is not responsible for third-party content or information provided on third-party websites. Third-party websites have their own legal terms and privacy policies, and Customer may be giving others permission to use its information in ways Catalant would not. Catalant has no control over, is not responsible for and does not endorse any such websites or content, and Catalant will have no liability for any damages or losses Customer incurs by visiting or using such third-party websites or content.
4.2 Feedback. Any and all suggestions for correction, change, enhancement, improvement and modification to the Services (collectively “Feedback”) are and will remain the property of Catalant. For the avoidance of doubt, Feedback does not include comments, reviews, or ratings left by Customer with respect to Expert Services. Catalant may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to Customer and without retention by Customer of any proprietary or other right or claim. Customer hereby assigns to Catalant any and all right, title and interest that it may have in and to any and all Feedback.
4.3 Ownership of Expert Deliverables; Confidentiality. Catalant shall not assert any ownership or other claim in or to any work product developed or created by an Expert for Customer in the course of Expert’s performance of Expert Services and ownership of such work product and the related intellectual property rights will be assigned by an Expert to Customer in the Project Agreement. The terms governing the use of Customer’s confidential information by an Expert will be set forth in and governed by the Project Agreement.
4.4 Publicity. Catalant may publicly refer to Customer as a customer of Catalant and may use Customer’s name and logos alongside the names and/or logos of other Catalant customers, including but not limited to, on Catalant’s website, in customer lists, pitch proposals, investor presentations and sales presentations. The Parties may also participate in other marketing and referral activities as may be mutually agreed.
5. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
6.LIMITATION OF LIABILITY
7.2 By Catalant.
9. DISPUTE RESOLUTION
9.1 Informal Process First. Except in the case either Party is seeking equitable relief, the Parties agree that in the event of any dispute between them, each Party will first contact the other Party and make a good faith sustained effort to resolve the dispute amicably and efficiently.
9.3 Limitation Period. In no event will any claim, or any other action or proceeding by either Party be instituted more than one (1) year after the cause of action arose.
9.4 Jurisdiction. The Parties agree to the exclusive jurisdiction of the federal and state courts located in Boston, Massachusetts, and agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
10.2 Export Compliance. Customer acknowledges that the Services, or portion thereof, may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control Laws”). Customer and its End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable Export Control Laws. Customer represents and warrants that (a) Customer and its End Users are not citizens of, or located within, a country or territory that is subject to U.S. or other sovereign country trade sanctions or other significant trade restrictions and that Customer and its End Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (b) Customer and its End Users are not identified on any U.S. government restricted party lists (including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-related lists); and (c) no Content created or submitted by Customer or its End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. Customer is solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
10.7 Purchase Orders. In the event that Customer issues a purchase order to Catalant in connection with the Services, any terms and conditions set forth in the purchase order which are in addition to or establish conflicting terms and conditions to those set forth in these Terms and Conditions are expressly rejected by Catalant.
10.8 No Waiver. The failure or delay of either Party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that Party’s right to later enforce or exercise it, unless such Party issues an express written waiver, signed by a duly authorized representative of each Party.