Terms of Service
The terms and conditions governing your use of Catapult HR services and platforms.
CATAPULT TERMS & CONDITIONS
Welcome to Catapult Employers Association (“Catapult”). We offer resources and expertise in organizational development, benefits, recruiting, HR compliance, operations, and other areas that augment and expand in-house HR teams. Our offerings are available through memberships and through specific engagements for limited services. These Terms & Conditions apply to all Catapult offerings, including memberships at every level and all other engagements for Catapult services (together, “Services”).
1. Catapult’s Policies.
You agree to be bound by, and to comply with, applicable Catapult rules, agreements, policies, and notices, including without limitation Catapult’s Privacy Statement and Online Terms of Use, as each may be amended from time-to-time (“Policies”). The terms of those Policies are incorporated into, and are considered part of, these Terms & Conditions.
2. Provision of Accurate Information; Restrictions on Use.
You agree to provide accurate business and contact information to Catapult and to promptly notify Catapult of any material updates to such information. You agree to use the Services solely for your internal business purposes and in compliance with applicable law. This means that Catapult Services, including without limitation Catapult’s advice, information, programs, surveys, web-based materials, templates, and content are to be used only for your own workplace needs and cannot be used to consult with or serve your clients, vendors, or other third parties without the prior written consent of Catapult. Without limiting any other right or remedy of Catapult, you agree that violation of this Section is a material breach of these Terms & Conditions and Catapult may terminate your agreement(s) and cease providing Services upon becoming aware of such violation.
3. Interactive Services.
As part of and in connection with your use of Catapult Services, you may have the opportunity to provide suggestions and feedback to Catapult through surveys, focus groups, peer learning groups or other means, as well as access to and use of roundtable discussion groups, chat rooms, bulletin boards and other interactive functionality (“Interactive Services”). If you participate in or use any Interactive Services, you are responsible for any information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“Content”) that you upload, post, link, share, or otherwise transmit. You consent to the uploading, posting, linking, transmission, display, retention, and copying of such Content by Catapult and others who can obtain such Content through the Interactive Services, and you grant a non-exclusive, perpetual, world-wide, irrevocable, paid-up, royalty-free license to represent that you have the right to grant the foregoing and otherwise transmit the Content to Catapult and that the Content does not violate the rights of any third-parties. Catapult does not actively monitor, regulate, or pre-screen your or anyone else’s use of the Interactive Services, however Catapult reserves the right to remove, move, or edit any Content that Catapult, in its sole discretion, determines may be harmful, offensive, unprofessional, disruptive, or in violation of any law, Policy, or your agreements with Catapult.
4. Fees and Refunds.
- Membership Fees. This paragraph 4(a) applies only to members. You agree to pay Catapult the annual Membership Fee associated with your level of Membership and the Voluntary Contribution Fee for Statewide Advocacy (collectively, the “Membership Fees”) described at checkout during Enrollment. You agree to pay these Membership Fees upon initial Enrollment and you agree that Catapult may charge you the Membership Fees upon renewal of your Membership. Catapult may change its Membership Services or Membership Fees from time-to-time; however, any such change will apply no earlier than 30 days following Catapult’s notice to you regarding such change. If you do not wish to accept any change to the Membership Fees, you may terminate your Membership at any time before such change takes effect.
- Time of Payment. All fees (whether Membership Fees or fees for specific engagements) are due in full within thirty (30) days of the date Catapult issues an invoice to you. If Catapult has not received payment by the due date, Catapult may suspend or terminate Services until payment is received, including interest at the maximum amount permitted under applicable law. Catapult may, in its sole discretion, permit a member to pay fees via installment plan. If Catapult agrees to payment of fees via installment plan, you are responsible for all fees even if you terminate your membership before the end of your annual period. All members who choose to pay with an installment plan are required to store a payment method on file, such as an e-check or credit card, which will be automatically billed for the recurring installment charges.
- No Refunds. Catapult has a strict no-refund policy, including in the event of termination of your agreement(s) with Catapult for any reason. You agree that you waive the right to seek or claim any refund of any fees.
- Responsibility for Charges. You accept responsibility for the fees described herein including, where applicable, any charges processed by Catapult after the expiration date of your credit or other payment card.
5. Term and Termination.
Membership Agreements are governed by the Term & Termination clauses in those Agreements. Engagements for limited services are governed by the Term & Termination clauses in the agreements specific to those services (“Proposals”), provided, however, that if a Proposal does not address the Term, then the Term begins on the first date that Catapult provides Services pursuant to the Proposal or the first date that you make payment pursuant to the Proposal, whichever is first, and continues for a period of one (1) year unless earlier terminated by either Party by written notice to the other Party. Regardless of the time or reason for such termination, you are liable to Catapult for amounts owed related to work that Catapult has performed and or expenses Catapult has occurred pursuant to the up to the date of expiration or termination.
6. Intellectual Property.
Catapult and/or its licensors own all right, title and interest in the information, data, documents, materials, works and other content made available on or through the Services, and any and all intellectual property rights in the foregoing (collectively, the “Catapult Intellectual Property”). As part of your Membership and/or your use of the Services, you may be provided access to Catapult Intellectual Property. During the Term of your agreement(s) with Catapult, you and your employees may use the Catapult Intellectual Property and make copies of the Catapult Intellectual Property solely for use by you. Except as expressly authorized in these Terms & Conditions, you have no right, license, or authorization with respect to any of the Catapult Intellectual Property and you agree not to share, sell, distribute, copy, record, reproduce, or create derivative works based on any of the Catapult Intellectual Property. You further agree that you will not remove, alter or obscure any trademarks or logos or any proprietary notices contained in or on the Catapult Intellectual Property. Upon expiration or termination of your agreement(s) with Catapult, You and Your employees may not access or use the Catapult Intellectual Property and You agree to destroy any copies thereof.
Trade names, trademarks, and service marks on or included within the Services are owned by Catapult and/or Catapult’s licensors. Such trade names, trademarks, and service marks, whether registered or unregistered, may not be used in connection with any product or service that is not Catapult’s, or in any manner that is likely to cause confusion. Nothing contained in these Terms & Conditions or any other agreement(s) between you and Catapult should be construed as granting, by implication, estoppel or otherwise, any license or right to use any such trade names, trademarks, or service marks without the express prior written consent of the owner.
All Catapult Intellectual Property is provided “as is” and without any warranties, including without any implied warranties of title, condition, fitness for a particular purpose, merchantability, or non-infringement.
7. Data Use.
You authorize Catapult to collect, access, store, and process any data, content, or materials You or your employees provide to Catapult through the Services, and data created by or about your use of the Services, whether or not it includes personal information. Furthermore, you hereby grant Catapult a worldwide, royalty-free, sublicensable license to use this data to host, back up, transmit, display, and modify it as needed to run the Services, respond to your requests, improve reliability and user experience, and satisfy legal, regulatory, and audit requirements. Catapult may use artificial intelligence and other automated tools, including third-party AI tools and systems, when processing your data.
8. Limitation of Liability.
- THE SERVICES AND CATAPULT’S WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CATAPULT DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF ANY OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE. CATAPULT’S SERVICES, INCLUDING WITHOUT LIMITATION THE ADVICE CATAPULT MAY DELIVER AS PART OF THOSE SERVICES, ARE EDUCATIONAL AND INFORMATIONAL IN NATURE, AND ARE NOT INTENDED TO CONVEY MINIMUM STANDARDS, AND ARE NOT LEGAL OR OTHER PROFESSIONAL ADVICE.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, CATAPULT AND ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR SHAREHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR LICENSORS (“CATAPULT PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR GOODWILL) ARISING OUT OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CATAPULT PARTIES’ ENTIRE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THESE TERMS & CONDITIONS, WHETHER SUCH LIABILITY IS IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF ALL FEES PAID OR PAYABLE BY YOU TO CATAPULT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT UNDER WHICH SUCH LIABILITY AROSE.
- This Section does not apply to Catapult’s Employment Law Advice Plan or the attorneys associated with that Plan. The Terms and Conditions of the Employment Law Advice Plan as stated on Catapult’s website apply to the Plan.
9. Indemnification.
You agree to indemnify, hold harmless, and at Catapult’s election, defend, Catapult from and against any and all demands, losses, liabilities, damages, claims, causes of action, actions and suits (no matter whether at law or equity), reasonable fees, costs, and attorneys’ fees of any kind whatsoever (“Loss”) asserted against, or suffered or incurred by Catapult, to the extent arising or resulting in connection with or out of, directly or indirectly (a) your use or misuse of the Services, or your membership; (b) your breach of the Terms & Conditions or any agreement(s) with Catapult or Catapult’s Policies; (c) the content or subject matter of any information you provide to Catapult, and/or (d) any negligent or wrongful action or omission by you in the use or misuse of the Services, your Membership, Catapult’s website, or any information provided by you, including alleged or actual infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct; provided, however, that the foregoing indemnification agreements and obligations shall not apply to any particular Loss if and to the extent that those agreements and obligations would have the effect of negating or otherwise impairing any insurance coverage that otherwise would be available to Catapult for the particular Loss but for these contractual indemnity provisions. You agree to waive, to the fullest extent permitted by law, all laws that might limit the efficacy of this indemnification provision.
10. Force Majeure.
Catapult shall not be liable for any losses arising out of the delay or interruption of its performance of Services or any of its obligations due to any Force Majeure. “Force Majeure” means any cause beyond the reasonable control of Catapult, including (a) an act of God or a public enemy, (b) government actions in a sovereign or contractual capacity, (b) natural disaster, including flood, fire, earthquake, other unusual weather, or explosion; (c) epidemics, pandemics, or quarantines; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) national or regional emergency; (f) compliance with any law or governmental order or direction, or any action taken by a governmental or public authority, including embargos or other restrictions, or failing to grant a necessary license or consent; (g) strikes, labor stoppages or slowdowns, freight embargoes, or other industrial disturbances; or (h) shortage of adequate power or telecommunications or transportation facilities or other utilities.
11. Non-Solicitation.
During the term of your agreement with Catapult (“Term”) and for a period of one (1) year after the expiration of the Term, You shall not, without Catapult’s prior written consent, hire or attempt to hire as an employee, or engage or attempt to engage as an independent contractor, any person who then is, or who during the immediately-preceding six (6) months was, an employee, independent contractor, or consultant of the Catapult Parties (as that term is defined in these Terms & Conditions) and who worked directly with you during the Term (all of the foregoing, Your “Non-Solicitation Commitment”). You acknowledge and agree that your breach of the Non-Solicitation Commitment shall result in irreparable harm to the Catapult Parties for which there is no remedy at law and that accordingly, in the event of a breach or threatened breach of Your Non-Solicitation Commitment, Catapult and/or the Catapult Parties shall have the right to enforce the provisions of this Non-Solicitation Section through injunctive relief and/or other equitable relief, without first having to make a showing of irreparable harm.
12. Special Section Applicable to Government Entities.
This Section applies only to government entities (including without limitation state and local government entities) (referred to herein as “Government Entity”). The Government Entity represents and warrants that it has completed all actions required by law, regulation, or policy for the Government Entity to be permitted to accept these Terms & Conditions and to enter into a legally binding agreement with Catapult, and for such agreement to be considered a valid contract under any law, regulation, or policy applicable to Government Entity, including without limitation any preaudit certificates or certifications that may be required. The Government Entity represents and warrants that it is familiar with all such requirements and that its agreements with Catapult, including these Terms & Conditions, are in compliance with them. The Government Entity represents that it intends to be bound, and is bound, by its agreements with Catapult including these Terms & Conditions. The Government Entity confirms that the Fees it will pay to Catapult for Services are amounts expended for purposes that the Government Entity is permitted to engage in, and in a manner the Government Entity is permitted to expend.
13. Governing Law; Jurisdiction; Venue.
These Terms & Conditions and any other agreement between you and Catapult shall be governed by and construed in accordance with the laws of the State of North Carolina, except that its conflict-of-law provisions shall not be invoked in order to apply the laws of any other state or jurisdiction. You irrevocably and unconditionally submit to the exclusive personal jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina, and any appellate court therefrom, in any action, suit or proceeding arising out of or relating to the Services or the transactions contemplated hereby or thereby and agree that no such action, suit or proceeding shall be brought in any other forum. To the extent permitted by applicable law, you irrevocably and unconditionally waive (and agree not to plead or claim), any objection to the laying of venue of any such action, suit or proceeding in such courts or that any such action, suit or proceeding has been brought in an inconvenient forum. Service of process may be effected by delivery of written notice in accordance with these Terms & Conditions or by any other means permitted by applicable law.
14. Notice.
Catapult may send you notices and other information relating to the Services (e.g., payment authorizations, invoices, changes in password or payment method, confirmation messages, notices of termination, notices of changes to Services or Fees, and other notices) in electronic form, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that Catapult sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Notwithstanding anything herein to the contrary, if written notice is actually received by you, regardless of the means of transmittal, such notice shall be deemed to be acceptable and effective as proper notice under this Section.